Sickness
by Tseecka
Summary: Superman/Brainiac 5 slash, rated for light romantic elements. When Brainiac 5 travels back in time to tell Clark how he feels, a set of mysterious circumstances start the two Legionnaires off on a whirlwind hunt to keep the worst from happening.
1. Chapter 1

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

Brainiac 5 groaned for the umpteenth time in the last five hours and set aside his work yet again, staring at the mechanical bits and pieces that lay scattered around the holo-table. Its shimmering surface surrounded him as he sat in his seat beneath COMPUTO's mainframe, hooked into the databanks as he worked on the project that was giving him so much grief.

"For a being with 12th level intelligence, you're looking a little frustrated," a female voice commented, and Brainy looked up to see Phantom Girl phasing out of the wall. He opened his mouth to speak, but she cut him off. "Door was locked, and you weren't answering. I got worried. What're you working on?"

Brainiac 5 didn't answer, his white pupils sliding to the side to avoid the girl's curious eyes. "It's nothing. Just a research project. I've been trying to manufacture a 21st century item, for Superman, to make him feel more comfortable. When he comes back." He absentmindedly picked up one of the tools and began toying with it, tapping its metal head against his palm, creating a faint tinging sound like a hammer against tin. Phantom Girl looked slightly uncomfortable, and she floated over to the Coluan's holo-table to look down at the mess of cogs and wheels and fibre-optic wiring. She didn't recognize what was on the table, couldn't tell what was supposed to be taking shape there, but then again, who ever understood Brainiac 5's inventions until they were fully realized and functional? Still, the implications of this obsessive tinkering were dire, indeed.

The Coluan had been unable to function properly in the weeks since Superman had been sent back to his own time. True, after their repeated and solid trouncing of the various galactical baddies, there had been almost no call for the Legion, but those few minor missions they had been called for had been distinctly lacking in the green-skinned-teammate variety. Brainy had thought up excuse after excuse to sit out, remain at HQ--and on a couple of occasions it had been Lightning Lad and Bouncing Boy who had "forcefully requested" that he stay behind. His mind just wasn't on the present.

"You know, Brainy, there's no guarantee that Superman will be coming back. We may not need him again--he'd be much better off living out his life in his own time, don't you think?" The android was silent, still not looking at her, still turning the tool over in his hands, but the rhythm being beaten out against his hand picked up tempo and became more agitated. He pretended that he hadn't heard Phantom Girl's gentle remarks. The girl sighed, casting one last look over the mess, and quietly turned to leave the room. Brainiac 5 didn't even acknowledge her leaving, but as she phased back out of the room, he suddenly, violently, threw the item in his hand against a wall. It shattered, sparks arcing briefly between its components, and the teen was unsurprised to note that it hadn't relieved his frustrations at all.

"Forget it," he huffed to himself, dissolving the holographic surface and watching as the past five hours' worth of work collapsed in a clatter to the ground. He disconnected himself from COMPUTO and pushed himself up out of his seat, arms extending until he was upright and then retracting into their sockets. It was second nature to him now, this usage of the technological aspects of his construction; perhaps even more so than the organic components.

And there was the problem. Unlike what he had told Phantom Girl, the device he was trying to manufacture had nothing to do with making Superman more comfortable; it had everything to do with alleviating the enormous pressure that was constantly bearing down in his own chest. Extensive digging through files in the current medical databases had revealed nothing in terms of his symptoms--at least nothing that a partially engineered being could be suffering from. In desperation to find a cure, he had begun looking through the history files.

The symptoms--shortness of breath, pain in the chest, in the region commonly associated with the human heart, flushed skin, and an irregular heartbeat--had begun shortly after Clark Kent had been brought from the 21st century to the 31st, a few months before. When Brainiac 5 had realized this, his immediate logic had been to check the historical medical files. It was possible that a condition that had been eradicated years before, centuries, had been removed from the medical records of the present--there may have been no need for it. It had been known to happen before.

However, even in the history files there was nothing to describe Brainy's specific condition. Sure, the symptoms were there, but always in conjunction with something else, or indicating a disease that the Coluan was insusceptible to because of his unique genetic makeup. It seemed like there were no answers.

At first, it was worst when the boy was around Superman, which had increased support for his hypothesis that his condition was related to something from the past. He had started to shuffle patrol appointments, rearranging them so that, where before he had made efforts to put he and his idol on the same patrol, he was now attempting to avoid him; he had even given himself extra shifts, taking time off from his research and development, to spend as little time around Superman as possible. And when he wasn't on patrol, he would confine himself to his room, or to the lab, where he would spend equal amounts of time researching advances for the Legion and trying to diagnose his illness. This had worked, for awhile, but the pangs in his chest especially stopped subsiding when he wasn't around the time traveller. At first, they were simply at a lower intensity--but then they had increased to, and even surpassed, the level they were at when he was in the Kryptonian's presence.

Even when Superman had finally gone back to his own time, in Kansas of the 21st century, the pain in his chest didn't subside; and now even memories of the man were enough to bring about a resurgence of the other symptoms. It was getting ridiculous.

Finally, while perusing the history files for the hundredth time, Brainy had stumbled upon video files, appearing to be documentaries of the period's media. Among other things presented, a medical device called a 'tricorder' was demonstrated on numerous occasions to diagnose illness. The technology seemed somewhat advanced for the time period, but normally anal-retentive brain functions were overridden, deemed by Brainiac to be necessary. He would give anything to figure out what was wrong with him, and find a cure.

Unfortunately, literature on the manufacture of one of these devices was lacking, and Brainiac 5 was having to delve into the media and video files and analyze the grainy film in a wild attempt to create the device. It was proving more difficult than he had first thought, even for, as Phantom Girl had teased, a "being of 12th level intellect".

He turned, looking up at the huge orb that formed COMPUTO's mainframe, and sighed, wincing as another jolt of pain swept through his chest. How could he even think of giving up?

The problem with this whole situation, aside from the pain and disadvantage of these new physical shortcomings, was that he had been forced to almost completely avoid Superman for the last half of the Kryptonian's visit. For a friendship as fast, as quickly formed as theirs had been, it was unthinkable to suddenly appear to cut all ties with no explanation. Brainy owed Clark some type of apology, but there was no way he could be anywhere near the boy while he was still suffering these symptoms. So he couldn't give up now.

With a resigned sigh and a roll of his violet eyes he settled himself back into his seat, reconnecting to COMPUTO, and pulled up the media folders again. Moving holograms flickered before his eyes as he searched through the video for the data he needed. Frustrated as he was, he allowed himself to become a little distracted by some of the other snippets that went whirring by, and he almost missed the tiny snatch of audio.

"...pain in my chest...can't breathe..."

The description, the speaker's voice--they were too similar to his own pain-filled way of speaking and his own symptoms to be ignored. Curious, hopeful that this might be a breakthrough, finally, he rewound the digital file and played it from the start.

It was obviously a fictional file, a movie from the 21st century, and from the cheesily grating soundtrack to the disgustingly cliched backdrop it was a romance to boot. Brainy sighed--fiction wouldn't help him--but curiousity as well as a fair amount of boredom convinced him to watch it through. A young man was approaching a fair young lady (he noted dully that she looked somewhat like Saturn Girl), his hands clasped over his heart.

"'And why should I believe you? Why, when all you've done is lie?'

'You can't understand...you don't know, what its like, what I'm suffering each day. Its like a pain in my chest, everytime I look at your face, or imagine your smile. I can't breathe; I can't sleep; my heart pounds like a drum whenever I'm near you.'"

The girl turned to look at the man, and Brainiac 5 found himself entranced, realizing that this might be the answer. This might solve everything. Fiction, yes, but wasn't fiction always rooted in fact? He turned up the volume.

"'So you're sick. What does that have to do with how you feel?'

'You don't get it. I'm in love with you!'"

The video file froze in place, the man's pained expression, yet so full of hope, filling the screen. Brainiac 5 stared into those eyes, into that face, seeing his own expression reflected back at him. Love? But...that was impossible, wasn't it? Was he...in love with Superman?

Even as he thought it, the feeling in his chest intensified, and he felt himself gasping for breath, gripping the arm-rest of his seat. "COMPUTO," he stammered, almost afraid of what he would find, "do a file search, keyword: Love." The computer whirred to life, drives spinning, and soon Brainy was presented with over a thousand files, all chronicling this thing called "love". For the next two hours he read through them all, devouring every detail, realizing more and more with each passing minute that everything those files contained described his condition, to the letter. His illness had a name, and that name was love.

Phantom Girl phased into the room again, this time to tell Brainy that they had just had a call to bring down a minor gang of thugs, and would he like to take a break and come along, just in time to see him disappear into a time bubble. Slightly confused, she floated over to the projection, unpausing it to watch the rest of the scene play out, glancing over the files Brainiac 5 had been perusing. A smile split her face as she realized what had happened, and where the genius had disappeared to.

"About time you figured it out, Brainy," she said with a smile.


	2. Chapter 2

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

Clark toyed with the ring on his finger, turning it over and over absentmindedly as he reclined against the wall, staring out the window. It had already been a couple weeks since the Legion had returned him to his own century, but he still couldn't stop thinking about the futuristic group. While with the Legion, he'd felt a sense of closeness, of camaraderie, that was new to him. After having to hide who he was for so long, being able to totally be himself, strange wondrous powers and all, had been thrilling. Battling baddies with a bunch of crazy, whacked-out superpowers a thousand years in the future had a way of bringing people together, after all, and despite the awkward stages at the beginning he felt a close bond to each of the Legionnaires.

He sighed again, and pushed himself off the wall, standing up and removing the ring from his finger. It was slipped into the top drawer of his dresser, and he looked at it for a moment, glinting in the sun setting over the prairie, before shutting it away. What were the chances, after all, that the Legion would need him again--and even if they did, there was no guarantee they'd come for him. Too much could go wrong with Clark's own timeline, and jumping him from time to time could have untold, devastating effects on the continuum.

At least that was what Brainy had told him. Clark's lips curved upwards in memory of the green-skinned boy, by far his favorite of the Legion. Despite the 12th level intelligence he was constantly reminding the other Legionnaires of, Brainiac 5 had a certain child-like wonderment about him. Even his attempt at clinical approach to the legendary Superman had been tinged with a kind of childlike wonder and admiration. It had unsettled Clark at first, being the object of that attention, but after a while he had gotten used to it.

His smile faded as he recalled the last few months in the Legion. Brainiac 5 had become distant, and had almost seemed to try to avoid him. Even those times they spoke he seemed to be putting up a front, as though he wanted nothing more than to be out of Superman's presence. He'd said his goodbyes to all of the Legion, but only Brainy's farewell had left him empty. It was his one regret.

One more heavy sigh and he shook his head, taking his un-needed glasses from the dresser and placing them on his nose, unused to the weight of the frames on his face. Superman had to go away, for now, had to be tucked away and forgotten about, until the day that Clark could fulfill the destiny he had seen written out in the Superman Museum in New Metropolis. For now, there were chores to be done, cows to be milked and fences to be repaired. After the constant excitement of the 31st century, he wasn't sure he'd be able to swing back into the rhythms of 21st century Kansas.

As he left his room, shutting the door behind him, the beams of sunlight shifted from the dresser to the floor, illuminating the figure that was suddenly standing in the center of his hardwood floor.

Brainiac 5 looked about as he stepped out of the time bubble, realizing that he had manifested in what must have been Clark's room. That familiar tightening sensation crept into his chest as he looked around the space and realized that this space, unlike any the teen had had in New Metropolis, was essentially him. It /was/ Clark beyond any shadow of a doubt.

It was obvious that Clark wasn't there at the moment, but he couldn't help but look around, picking things up and putting them down in the exact same place after examining them carefully. His fingers, nerve endings tingling, traced over every surface, every contour, of every item on the dresser, the night-stand; they rubbed the material of the clothes hanging in the closet, marveling at the differences between these rough, angular items and the ones that he knew at home, all smooth and contoured. "Like Superman," he mused quietly to himself with a smile, replacing a shirt, perfectly folded, in the drawer. It was then that he noticed the gold ring tucked in the corner, and his smile grew. He told himself it was because he was proud of the teen for realizing the importance of keeping the futuristic artifact hidden; but a small part of him also was happy that Clark seemed to not want to forget them.

The lump in his throat and the pain in his chest grew as he saw the item tucked underneath--a photo that he and Clark had taken in New Metropolis when Clark had asked for a tour of the city. He picked it up, staring at it, his eyes copying the image and storing it on his internal hard drive.

Patience wore thin suddenly, and he found he couldn't stand in that room any longer; the presence of Clark without the teen's actual presence was unbearable. He headed for the door, then paused, seeing his reflection in the mirror. That wouldn't do. Opening the closet once more, he perused the wardrobe, then picked out a couple of items of clothing that seemed as though they'd fit his smaller frame. Tugging them on, he checked his reflection again.

The white button down shirt hung loosely on his frame, swallowing his arms and ending at about mid-thigh. The jeans he had picked were likewise baggy, though the belt he took from the rack on the inside of the door held them about his hips; they gathered down above his feet, which he left more or less bare. But at least to anyone from far away, he would appear as a regular boy, he hoped--the only person he intended to get close enough to that they would see him was Clark Kent.

Even thinking his name caused his heart to leap, and he rushed out of the house, heading for the fields, where he knew Clark should be at this time of day--at least if the stories he had told were anything to go on.


	3. Chapter 3

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

Once faced with the vastness of the Kent farm, Brainiac 5 realized he didn't really know where to look. It was a huge homestead with fields stretching on for what seemed like miles in every direction, and without any sort of a beacon to hone in on, he didn't even know what direction he should start walking in.

His brain whirred, running calculations and probabilities through his mind--where was the most likely place for Clark to be based on time of day and most efficient farm layout in terms of crops and sunlight, and all manner of other variables that he wasn't sure were even applicable. But it didn't hurt to be thorough. Once the program had run and he had a solution, he turned to face west and started walking, directly towards the sun that was beginning to set. His eyes tinted darker to avoid damaging the retinal implants, and he shaded his eyes with his hand, continually scanning for any sign of the lanky teen.

He had just come out of the cornfield, the tall stalks waving over his head, when he encountered the barbed wire fence. On the other side he could see a long brown barn, and from his memory of Clark's stories he realized that this was the most likely place for the teen to be at this time of day. Extending his arms, he wound them in and around the thick barbs and made short work of the fastenings, watching as the wire detached itself and fell to the ground in spiky coils. "An odd contraption, and very ineffective," he mused, and the next few minutes as he walked were filled with plans for an improved barrier that he could help Clark implement on the farm. He was so intent on his thoughts (which quickly strayed away from plans for fences and lingered on Superman himself) that he didn't even notice the obstacle in his way until he bumped right into it.

A huge head with big, brown eye and a white streak down the center of the oblique muzzle swung around to face him, masticating with a bored expression on its face. Brainy looked at it for a minute, trying to find a name for the animal.

With the technology of the 31st century, cattle and meat farming had been all but eradicated, making way for manufactured meat items. As such, the occurrence of such farm animals as these had faded away, and Brainiac 5 was finding it difficult to put a name to the creature before him. He found it, eventually, and was immediately consumed with curiousity as to this extinct mammal. Clark forgotten for a brief moment, he extended his hand to rub the rough hide of the cow. A jersey, if he remembered correctly from one of the historical films he and some of the other Legionnaires had watched (at Clark's urging--and the thought of Clark sent another heart-stopping pang through his chest, reminding him of the urgency of the mission). No sooner had his hand touched the creature's hide than it stopped chewing its cud, and stared at him blankly.

"MOOOOOOOOOOOOOO," it groaned, its powerful voice startling the Coluan, who stumbled back a little in surprise. Suddenly apprehensive, Brainiac 5 held up his hands in front of him and took another couple steps back. The cow turned its huge bulk and took three lumbering steps in the boy's direction, tilting its head back to utter another long, resounding "Mooooooooo" while rolling back its eyes in obvious distress, showing the white. Brainy, unsure as to the mannerisms of this creature and half afraid he was about to be trampled, stepped back a little more--and ran into something else, tall and firm. Afraid that he really was about to be killed by a massive herd of killer cows--were they herbivores or carnivores, or omnivores? Brainy couldn't remember--he turned to the side to make a break for it, but was stopped by two hands on his shoulders.

Hands? In a flash, he turned around, and everything--time, breath, heartbeat--seemed to stop in place as he saw Clark Kent standing behind him with a huge smile on his face, some kind of grass sticking out of the corner of his mouth.

Clark stepped past him and went to the cow, who was still tossing her head and "moo"ing plaintively. He put an arm around her shoulders and rubbed her jowl, calming her down. "Now, Bessie, why'd you go and do that? You frightened the heck outta him." Brainiac 5 found himself hanging on every word, storing each syllable, each phoneme, in his memory banks. The sound of Clark's voice, even after just a couple weeks, caused what might have been emotion to swell in his chest, and he took a couple steps towards the teen.

Bessie once more calmly chewing her cud, she ambled off, and Clark turned back to look at his friend. His smile grew as he took in the rumpled appearance of the smaller boy practically drowning in some of his clothes, and he held out his hand.

"It's good to see you, Brainy," he said, his voice filled with genuine happiness. The structured tone he had used in New Metropolis was gone, replaced by the warmer more musical tones of his country upbringing. That smile on his face, his rumpled hair and sunburnt cheeks, as he stood there waiting for Brainiac 5 to shake his hand in greeting in their customary way...

Clark was caught completely off-guard when Brainy took two running steps towards him and launched himself at his middle, wrapping his arms tightly around Clark and almost knocking the older teen backwards off his feet. His eyes squeezed shut as Clark tentatively enfolded the Coluan in his stronger arms and squeezed back, and he felt the tightness in his chest finally loosen as he found the cure for his 'disease'.

"It's good to see you too, Superman," he mumbled against Clark's chest, and was surprised to hear his own voice trembling slightly.


	4. Chapter 4

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

Clark was...well, there was no other way to put it. He was shocked. Caught completely off-guard. When Brainiac 5 very uncharacteristically leapt through the air, aided by the spring-like joints in his legs, and powered into his stomach, almost knocking the wind out of the Kansas teen, future Superman's first thought was that this wasn't Brainy, or it was a different Brainiac, and he was being attacked. At the feel of the Coluan's arms circling his middle, though, he gradually realized the truth of his situation. A truth that quickly became slightly awkward.

Without knowing the reason for Brainy's flying tackle, it was hard to know how to react, and his foggy mind took a second to process the fact that he was being hugged. Though also uncharacteristic for his friend, hugs were hugs, and the length of time that had passed since he had last seen the other teen made him more than willing to hug him back.

He expected Brainiac 5 to pull away after a short second, to resume his business-like, dissociative, 12th-level intellectual affect--but he didn't. In fact, Clark realized with a slight feeling of apprehension, the boy circled in his arms was trembling. His fingers had found a snug hold in the back of Clark's flannel work shirt, and he didn't seem intent on letting go anytime soon. Awkwardly patting the blond hair, Clark glanced around, then let his arms slacken around the other's shoulders, pulling back a little to look at his face.

When Brainy felt Superman let go, he followed suit, albeit reluctantly, and pulled away, looking up at the taller one. Clark's features contorted into a look of surprise and concern as their eyes met, and bent closer--it was all Brainy could do to not pull away from that intent gaze.

"What is it, Superman?" he asked, trying to sound nonchalant, trying to keep the tremors out of his voice, trying to ignore the sudden replay of that movie scene that was broadcasting in his mind. Clark just shook his head for a minute, and swallowed--the Coluan was struck by the way his Adam's apple bobbed in his throat as he did so. Something was obviously wrong.

It was as though Brainiac 5 didn't know what to do with his features, Clark thought to himself, as he took in the sight before him. He just stood there, nonchalant, unmoving, his features completely neutral as though nothing was different and nothing was wrong--the same posture he always took. Now, though, the boy was drowning in Clark's clothes, pants and shirt that were too long and too baggy, with his hair blowing across his face in the warm Kansas breeze; and his eyes, in that emotionless, if somewhat questioning, expression, were filling with tears.

Clark reached out his hand, his thumb running along the bottom of the teen's eye, surprised at the wetness--he had almost expected it to be some sort of manufactured illusion, not real tears. He stared at his glistening thumbtip, then showed it to Brainiac. "You're...Brainy, you're crying."

As though he didn't understand, Brainiac 5 reached up to his own face, touching the sensitive tips of his fingers to his cheek, feeling the wetness, calculating the salt quotient present. "Why...it appears I am," he replied softly. He blinked a couple of times, and a droplet condensed, rolling down his cheek. "How interesting." He considered the data he had collected, going inward for a moment in a trancelike state Clark was familiar with, trying to find some precedent for this type of occurrence, but it had never happened before. Clark waited quietly while he thought, twirling a piece of stalk between his fingers that he plucked from a tall, waving plant beside them. "Is this a common symptom of love, Superman?"

The stalk dropped to the ground, and Clark's eyes widened. "...sorry?"

"Chest pains, difficulty breathing, insomnia--these are all common symptoms of those in the state of love," Brainiac 5 explained patiently. "I ran extensive diagnostics--this is the only case that fits all of the symptoms I have been experiencing these last few months. But I can't recall this--crying--as being one of them. It is possible in my desperation to diagnose myself , and find a cure, I may have overlooked tear generation as a side effect to this condition."

"Condition...diagnosis...cures...Brainy, what are you talking about?" Clark wanted to shake Brainiac 5, found himself wondering if the Coluan was missing another alignment and was therefore going slightly nutters again, but he hadn't begun screaming about red ants and the look in his eyes--those tearful eyes that were slowly breaking Clark's heart, even if he wouldn't admit it--was terribly coherent.

"I should think it obvious, though perhaps only because of my now-extensive study on the subject," Brainiac 5 replied, and he sounded geniunely surprised. "Superman, I'm in love with you."


	5. Chapter 5

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

When Brainiac 5 suddenly showed up on the Kent farm more than three weeks after Superman had left the 31st century, Clark immediately jumped to a couple of conclusions, made a few guesses as to what his friend could possibly be doing there. Foremost was the idea that the Legion needed his help in the future again, and had sent Brainy to come and get him. Secondarily was the hope that maybe Brainy just missed him and had come by to say hello. The third faint possibility had been that maybe this was all a dream, and with the words that Brainiac 5 had just uttered, Clark was starting to lean more and more towards that answer.

"One more time, Brainy, I'm still not sure I'm hearing you right."

Brainy rolled his eyes, sighing a little in that familiar way he always did when trying to explain something highly technical to the less-than-12th-level-intelligent Legionnaires. "I realize this may be unprecedented, and slightly startling to you. Allow me to start from the beginning."

Clark nodded, mute, and gestured towards the barn. "We can talk in there." He led the way, showing the Coluan to the back of the barn where a few bales of hay were stacked in tiers, and hopped easily on top of one. Brainiac 5, after giving a cow standing in the opposite corner a long, careful look, pulled himself up as well. Clark noticed that he left a fair bit of room between the two of them, but didn't say anything, just waited for his friend to begin.

The next twenty minutes were filled with Brainiac 5 explaining everything that had happened, everything that he had figured out in the last little while. He began with telling Clark the reason for his avoidance in the last weeks of the teen's 31st century stay, and worked his way through in the most logical order until that very morning when he had determined the cause of his discomfort. When his story finished, there was nothing in the barn but silence, stretching between them in a thick, tangible wall.

Clark wasn't sure how to react. It was true that he had always felt a particular affection for the younger boy, but he had always attributed it to a sibling complex rather than that of mutual...attraction. Now, with Brainy's confession, he was forced to re-examine his own feelings, rebuilding his perceptions piece by piece, and he soon found himself wondering how he could have been so blind as to have not noticed it.

Brainy, meanwhile, showed nothing but calm patience on the outside--inside, however, he was all anxious turmoil and nervous anticipation. The silence was killing him; that introspective, somewhat dazed-and-confused expression on Superman's face was bringing back his pounding heart and shortness of breath. He had no idea what the other teen was thinking, and despite every precaution he had taken to avoid being disappointed too badly in the outcome, the fact remained that he wanted this. He wanted Superman. And if the words that came out of the other's mouth were ones of rejection, he was prepared to open his time bubble, fly back to the future, and lock himself in his room for the next millenia.

He stared at his hands, not wanting to pressure his friend into a premature reply, twisting the joints of his mechanical fingers around and around in a nervous habit that was strikingly similar to the way that Clark had toyed with his Legion ring earlier. Finally, after what seemed like forever even though his internal clock told him it had only been a couple of minutes, his friend cleared his throat to speak--and Brainy found that he couldn't even force himself to meet those clear blue eyes. His violet orbs remained focussed on the floor a few feet in front of them as he waited for the proverbial axe to fall.

"Brainy..."

His heartbeat increased, and the tightness in his chest was back with a vengeance. He found himself trying to analyze that one word, trying to determine the tones and the emotions that had gone into his name, trying to figure out what was coming by the clues offered by Superman's voice. His analysis was interrupted, however, by a strong, calloused hand tentatively finding a place along his jaw, and he could no longer avoid looking at his friend. He saw himself reflected there, he saw the same emotions that were raging within him--the fear, the anxiety, the happiness, the _love_--in Superman's eyes, and in an instant he knew what the other was going to say before the words even came out.

"I...think I may love you, too."


	6. Chapter 6

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

With the type of life he led, Clark Kent had always had to be very sure of who he was. Keeping half of your existence a secret from nearly everyone you knew was no easy task, and every minute you ran the risk of losing a piece of your real self to the lie you fabricated to show all of those around you. He was well familiar with the concept, and so had forced himself to examine his own existence, to carefully file away every fact about himself and make sure that he never lost touch with who he was. And he had thought he had done a pretty good job of it, too--up until this point.

The words were the truth, one hundred percent--he was sure of that. Even as he said it he could see the truth of it with perfect clarity, everything falling into place like so many puzzle pieces. He was in love with Brainiac 5, had been for only God knew how long, had always hoped that Brainy would--or even could--return the sentiment. But now that the words were out there, hanging in the thick air between them that was crackling with electricity and the near-release of all their tension, and Clark realized that maybe he hadn't known himself as well as he had thought.

After all, he never would have guessed that he would fall for another man. Somehow the subject had never come up in all of his introspective categorization.

The silence was becoming unbearable, stifling, Clark thought, the flannelette shirt with three buttons undone already still feeling as though it would choke him. He swallowed, hard, his eyes still staring intently into Brainy's even as his thoughts whirled. He had to say something, to do something--they couldn't just sit there, like this, forever--but what? What did you say after you and one of your closest, dearest friends confessed your love for each other?

"I..." he began, at the same time that the still-stoic Brainiac 5 spoke.

"I believe the normal progression of events would have us engage in some sort of kiss at this point," he offered matter-of-factly. Clark's eyes widened, and he almost withdrew his hand away from Brainy's face.

Brainiac 5 was anything but stoic, anything but matter-of-fact. While the silence didn't affect him with quite so much discomfort as it did Clark, he was still totally unsure of what should happen next. At the same time that his friend was engaged in his inner dialogue, Brainy had been running through his research, trying to determine just what came next. And, of course, when the obvious answer presented itself, he had nearly frozen in fear.

Kiss Superman? He wanted nothing more, not at this particular moment. There was so much information, data to be gathered, analyzed and stored. This kissing, this physical interaction between humans--it was so ingrained into humanity that to understand it, to experience it first hand, would be to gain an incredible insight into the humanity that had drawn him away from the security of the Hive Mind in the first place--and that was a bunch of rubbish. He wanted to kiss Superman because he wanted to feel the other close to him, to feel those arms around him and those lips on his sensitive skin, to be encased in that strength and warmth, because being so near to Superman was making all the aches and the pains go away and making him feel happier than he ever had before. Superman was like a drug, and Brainiac 5 wanted more.

But to actually do so? He was frozen in place, the lingering threat of rejection still hanging over his shoulder, that maybe Superman would snap out of it and push him away. Not to mention, he had no idea how to initiate such a thing, or whether it was apt in this situation, and it just seemed like it would be easier in the long run to just make the suggestion and let Superman take the lead.

Easier said than done, he supposed, as he couldn't even find the voice to ask, as much as he wanted to. So while Clark was wrestling with the idea that he might actually like men, Brainy was trying to find the best way to ask Superman in a polite, non-pushy, undesperate, but irrefutable way to kiss him. And the best thing he could come up with was the cold, clinical sentence he had just uttered.

For what seemed like the millionth time in this short period, Clark found himself stunned by Brainy's words, struck dumb and speechless. Surprise after surprise was rolling off of the Coluan's tongue, repeatedly slamming Clark over the head like a ten foot giant holding a tree trunk, until he was in a complete and utter stupor. As he actually processed Brainy's...suggestion, a blush rose into his cheeks, coloring them faintly, and he did actually pull away, his hand falling off of the other's jaw.

Brainiac 5 felt the separation keenly, and his heart gave a powerful wrench. Unwilling to part so easily, not wanting to let go of the feelings he was having, he grabbed wildly for Superman's hand, grasping it between both of his own and holding it tightly. Superman looked down in surprise at their clasped fingers, then up at Brainy's face.

Those features were contorted, twisted into shapes they were unused to, and it was obviously straining the Coluan to force his face into the expression, trying to hard to convey his inner emotions through it, needing Superman to see his need on terms that the human could understand. Clark didn't think he had ever seen such a complex, powerful look on a human face--a wicked combination of sadness, desperation, fear, anxiety, and yet, indeterminate joy lurking behind those once-again-tearfilled eyes.

"Please, Superman...kiss me?" Brainy whispered, his voice breaking as he clung to the only thing connecting them, Clark's hand. His violet eyes searched Clark's face, hoping while barely daring to hope.

When Superman leaned forward to softly, tentatively, brush his lips over his friend's, turning his hand so that their fingers were intertwined as the kiss deepened, Brainiac 5 thought that he might overload with the power of the physical and emotional sensations. One hand clung to Superman's shirt, fisting a handful of the soft material in his fingers, pulling him closer as he was himself swept away in an uncontrollable swell.

Clark thought his own heart might burst.


	7. Chapter 7

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

When the two finally parted, both were flushed and having difficulty breathing. Brainiac 5's eyes were wide with wonder, and his head was delightfully empty at that particular moment, no thoughts able to form coherently in his brain. All he could do was stare at Superman, drink in every detail of that windswept hair and sunburned face and brilliant eyes, that were staring back at him equally speechless. There were no words--there couldn't be words, not at a time like this; they'd ruin the moment--and without saying a thing, both began to move back together for another kiss.

They were interrupted, however, by a plaintive mooing from the corner of the barn, and Superman turned away from Brainy's eagerly waiting face to laugh at the cow that was eyeing them with an expression of clear disdain.

"Sorry, Miss Molly; are we getting too affectionate here in your barn?" he laughed, rubbing the back of his head in embarrasment. It was like getting caught by your mom; the way the cow was staring at the two of them, even Brainy felt a little uncomfortable. Miss Molly tossed her head and mooed again, and Superman sighed. Brainy felt another pang as their fingers slipped apart and the taller one hopped off of the hay bale. "You kinda distracted me," he explained with a little laugh, "and I totally forgot that I was supposed to be taking care of the cows. I gotta get that done before the sun goes down." His eyes shone, and the smile on his face still hadn't disappeared as he looked at Brainy, shirt hanging slightly off of one shoulder, the most dazed and disoriented expression Superman had ever seen on the boy plastered all over that adorable face. He laughed to himself, and shook his head at his own thoughts.

"Do you want to come with me?"

Brainiac 5, who had felt as though the magical moment was aobut to slip completely away, perked up again at Superman's offer. He understood about the other's responsibilities but, selfish as the thought was, he wanted to spend more time near his friend. He had expected to be asked to wait on the hay bales while the hero took care of the farm chores, but Superman's obvious desire for him to accompany warmed Brainy's heart.

"You don't have to ask twice," he replied, still trying to keep a matter-of-fact tone in his voice--but it was a losing battle and even he was surprised at the amount of emotion his words were starting to convey. He dismounted the hay bale, and followed Superman out of the barn.

Later, after the cows had been fed and watered and taken care of, and Clark had made Brainy repair the barbed-wire fence he had undone in order to get through, the two stood in a corner of the cow field, enjoying the warm air and each other's company. Brainy had taken up a seat on top of the fence, which was at this junction still constructed entirely from logs, and was absentmindedly kicking his legs to and fro as the light breeze blew his hair across his face. "Thanks, Superman. I mean...for everything. I don't mind saying today was probably the most scared I've ever been...in my life." His voice got quiet, and he looked at the other for a moment before glancing away with a happy, contented sigh.

"Of course!" Clark replied, sounding surprised. "You had nothing to be scared of...and I'm really glad you figured it out. It means that I managed to get some things figured out, too. But you know, Brainy," he added, leaning back against the fence stile on his elbows and glancing sidelong at his companion, "if this is going to be...I mean, if you and I..." He sighed, and laughed a little, running his hand back through his hair and dislodging the unruly forehead curl that he had only barely managed to tame that morning. "It just feels a little weird for you to be calling me 'Superman' all the time. It makes me feel all...stuffy, and formal. Why don't you call me Clark?"

Brainiac 5 considered it a moment, thinking, trying the name out in his head trying to determine whether or not he liked it. It felt strange to call Superman by his real name, but he supposed that the other was right. "All right, Su--Clark," he answered, barely catching himself, and smiling as he realized that he sort of liked the way the simple syllable rolled off his tongue, the way it sounded as it hung in the air between them. "'But if I'm going to call you Clark, you have to call me by my name, too."

"Which is?" Clark questioned, obviously eager to hear it, as he turned and looked up at the boy sitting on the log intently.

"Querl."

Clark tried it out, the strange, foreign name coming out awkward and slightly mispronounced. Brainy couldn't help but laugh a little behind his hand, chuckling at the almost childlike way that Clark mispronounced it. Clark, however, had a wide grin on his face, and he flashed it upwards at his friend, almost dazzling the boy with its brilliance. "Querl. I like it."

Brainy gave Clark a playful push with his foot at the stupid smile the taller one had on his face. "Don't be so silly," he remarked, "its just my name." Clark stumbled sideways a step, caught off-balance by the sudden attack and falling from his elbow-perch on the fence. Huffing in pretend indignance, his grin changed to a sly smirk and he advanced back towards the green-skinned boy, fingers splayed in a "bear-attack" pose. Brainy watched him warily, fingers tensing on the rough wood, but that precarious grip didn't help him as Clark shoved him backwards into a large pile of soft, deep hay. He landed with a muted "thwump" and immediately sank in, held captive by the pliable straw, and was therefore unable to move or hide when Clark came sailing over the fence into the hay pile as well.

"Superman, this is highly irregular behaviour," he began, still struggling to get out of the hay, but Clark promptly straddled him and pushed his arms back down, grinning at the helpless Coluan.

"I told you, call me Clark," he reminded Brainy, a small smile on his face. Brainiac 5 stared up at him, caught up for a moment in those blue eyes, his expression softening; but the minute Clark's grip let up, he extended his limbs and used the added length to give himself leverage, rolling them both over in the hay so that Clark was the one pinned.

"Yessir, _Superman_," he replied, a wicked grin splitting his features for the hundredth time that day as he purposely emphasized the other's hero name. Clark groaned and started fighting the other's grip, and the entire episode ended in a wrestling tussle in the hay, scattering it everywhere.

By the time the two superheroes tired, the sun had almost completely set, and it was dark out except for the faint light cast by the last rays of the yellow sun. Clark was the first to stand, offering his hand to Querl to help him out of the engulfing hay. He laughed to himself as he took in his companion's appearance--hay was sticking waywardly out of his hair in every direction, as well as being caught up in the folds of his clothing. Brainiac 5 caught the grin, and ran his hands over his head, groaning at the feel of his mussed blond hair full of mats and straw. "Superman, there's hay _everywhere_," he complained, glaring up at the other. Clark just laughed again, and began picking stalks out of Brainy's hair.

"'Sorry, Brainy," he replied, tossing the last of them away. With an affectionate smile, he kissed the top of Querl's head, then put a hand on his shoulder to guide him towards the house.

"Do you want to stay the night?" he asked finally, when they were nearly at the boundary of the yard. "Ma Kent made chicken soup today, I think--its really good. And I'm sure she'd love to have another mouth to feed. She doesn't get to do too much mothering these days." Brainy looked up at him, meeting Clark's eyes silently. Then he looked away, gazing ahead at the welcoming-looking far house with glowing yellow windows and the smells of home cooking wafting through the air even at this distance. A smile formed on his face.

"I'd like that very much, Clark," he replied, and was answered by a quick kiss before Clark once more led him up to the door.


	8. Chapter 8

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

"I'm back!" Clark yelled as he pushed open the screen door, holding it for Brainy, who stepped tentatively inside, looking around at the white and robin's egg walls. Mrs. Kent came out of the kitchen, wiping her hands on a dish towel, and her smile widened into a beam when she saw Brainy. "Ma, do you remember--"

"Yes, of course! One of your friends from the fair, right?" Martha placed the towel on the counter and came into the back entryway, regarding Brainiac 5 with a concentrated expression, her head tilted to one side. After a brief pause, she 'tsk'ed and shook her head. "I'm sorry, dear, I can't remember your name."

Brainy cast a glance at Clark, not sure what name he should introduce himself under; not sure how much Clark's parents knew at this point; not sure whether the odd name Querl Dox would raise some supsicious eyebrows. Clark caught the gaze and stepped in quickly. "It's Carl, Ma," he said in a tone that sounded like he was reminding her. "Carl, you remember my mom, Martha Kent, right?"

Brainiac nodded, impressed by his friend's quick thinking. "It's...very nice to see you again, Mrs. Kent." Martha beamed at him.

"You will be staying for supper, I hope?" she asked, stepping back a bit and motioning for both boys to come further in. "It's so seldom Clark brings his friends around the farm, we'd love to have you stay."

Brainiac 5 was warmed by the obvious welcome that Mrs. Kent was extending. He was practically a complete stranger, yet he was feeling more and more comfortable around her by the minute. He found himself nodding, then paused, a frown coming over his features. "I don't want to intrude," he began, but the woman cut him off.

"Nonsense, Carl. Now, why don't you two head up to Clark's room--Clark, can you please change before dinner?--and I'll call you down when dinner's ready." She frowned, staring at a spot on Clark's shirt, and moved forward to inspect it. He rolled his eyes at Brainy over his mother's head, but with a well-meaning grin on his face that he promptly wiped away when she straightened. "How on earth did you get so many tears in your sleeve, Clark? You'll have to leave the shirt by my sewing machine, I'll fix it up this weekend."

Clark could barely hide his laugh. "Had to fix up a segment of the barbed-wire fence, and I got snagged a couple times. I know you hate fixin' shirts, but it was getting dark out and I couldn't see much of what I was doing." He gave an apologetic shrug, and his mother, with an over-exaggerated sigh, pushed him in the direction of the stairs. "Dinner'll be ready in about fifteen minutes, boys." With that, she headed back into the kitchen, and Brainy followed Clark up the stairs to his room.

"That was quick thinking, Su--Clark," Querl said, wincing as he flubbed up the name again and wondering if he'd ever break the habit. Clark laughed and shrugged.

"I've had to come up with some pretty quick excuses before--you get used to it," he explained, heading to the open closet and pulling another shirt from its hanger. "I've been doing a lot of thinking the last couple weeks, mainly on how to explain the Legion if you ever came for my help again. My folks are good people, and they like to trust people, so I've never seen any problem with it." He looked over to see Brainy standing somewhat awkwardly in the center of the room, and jerked his head in the direction of the bed. "Take a seat, I've just got to change real quick."

Querl nodded, and sat on the edge of the bed, looking around the room some more. It definitely was Clark, he decided privately, smiling inwardly as he realized that for inexplicable reasons everything in the room reminded him of his friend. The shapes, the colors, even the smells of things--they were all _him_. At the thought, he looked back at Clark, and his heart nearly stopped.

The teen had taken off his shirt and was standing in front of the closet, back partially turned to Brainiac 5. There was a light, faint sheen of sweat on his skin, reflecting off of the tone of his muscles, and the way he stood there formed his body into a smooth, contoured line that radiated strength. It was Superman's pose, Brainy realized, recognizing the posture from so many of the images in the New Metropolitan museum of the hero this youth would grow to be.

In a rush, his symptoms returned, and he found his skin flushing and his heart racing all over again as Superman turned to look at his friend, feeling those eyes boring into his back, and became Clark Kent once again. At the expression on Querl's face his own became slightly concerned. "Are you all right, Querl?"

Brainiac 5 stood, his breathing still shallow, and took a couple of slow steps in Clark's direction. His fingers reached out, traced along the lines of muscle, the contours and slopes of his body; they felt the slippery sweat on his skin; they splayed over his chest and felt Clark's heart pounding beneath them. He stepped in closer, bringing their bodies closer together, and looked up at Clark, at Superman, at whoever this was. This time, he felt his eyes tear up, and he felt the upheaval in his chest that was the swell of emotion he had begun to associate with this state of being in love, and he allowed, even encouraged, it to happen.

The pounding at the door startled them both, and they pulled quickly apart, Clark replacing his shirt at a speed only Superman could be capable of. "Clark! Dinner's gonna be ready soon, get downstairs and help your Ma set the table!" The clomping of heavy boots down the stairs make Brainiac 5 wonder how Mr. Kent had even gotten up to Clark's door without them hearing, and he looked at Clark with a faint twinge of embarassment.

Clark, however, showed no signs of such a reaction; he just smiled and pulled Querl back over to him, finishing the kiss that the younger teen hadn't even been aware he was about to initiate. "Love you, Querl," he whispered quietly into Brainiac 5's hair when they parted, kissing the top of his head, and Brainy's eyes squeezed shut in happiness.

"I love you too, Clark," he replied in an equally soft voice; then Clark opened the door and led him down the stairs to the kitchen.


	9. Chapter 9

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

"So, Carl, where do you work?" Jonathan Kent asked as Brainiac 5 finished chewing his bite of chicken pot pie. He coughed, feigning a brief choking fit, and glanced over to his side at Clark hurriedly while covering his mouth with his hand. Clark nodded imperceptibly and, while the teen attempted to "clear his throat", answered the question for him.

"Carl works at the fair, right now," he answered, "as a performer. They do entertainment and side shows, keep the crowds interested while they're lined up for the rides."

"Hmm," Jonathan replied, pushing a piece of the flaky crust around on his plate absentmindedly, his eyes locked on Brainiac 5's face. Brainy gulped and "swallowed" the last of his bite.

"Sorry. Yes, I work as a performer there," he replied. "This is only my first year. My coworkers have found I am quite adept at robotics imitation." Martha smiled and nodded, but Jonathan just cleared his throat, not taking his eyes off of the awkward teen as he stabbed a chunk of chicken and the crust beneath it and lifted it to his mouth. Martha gave him a stern look, knocking his elbow with her own.

"Jonathan! Be polite--Carl is our guest. There's no need to grill him about his life." she smiled apologetically at Brainy, who found himself smiling back, thankful for her intervention. "I apologize for my husband, Carl. It's been a long day for him."

Clark and Querl both breathed a small sigh of relief as the moment passed and the Kents seemed content to eat the rest of their meal in peace. The food, Brainy decided, was delicious, and he would have to ask Mrs. Kent for the recipe in order to have COMPUTO synthesize it when he returned to New Metropolis. He gladly took more when Martha offered him seconds, but when she held out the pie plate to suggest he take a third helping, her smile was somewhat more strained and surprised. At Clark's kicking him under the table, Brainy declined the pie and downed the rest of his glass of milk.

"Well, if you're all that full," Martha huffed in mock disappointment, "then I guess I'll just have to feed the peach pie to the cows." All three of the men gasped aloud and expressed their disapproval with the idea, and Ma Kent laughed. "All right then. Take some time to digest--we can have dessert later. Jonathan, can you help me with the dishes?" She gestured pointedly towards the kitchen with her head, and he nodded, getting up from the table and gathering the plates and forks.

"Clark, why don't you and Carl go watch some TV?" he suggested. Clark stared at him a moment, then nodded, looking at Brainy.

"We'll be just in time to catch the Friday Frightmare," he said with a grin. Brainy groaned--he was well familiar with the scary movies of the time period, the "old classics" being favorites of Bouncing Boy's.

They headed to the living room, Clark throwing himself down on the couch and patting the cushion beside him for Brainy to sit. At first, nothing was heard but the screams coming from the stupid and, Briany thought privately, rather cliched and static characters on the TV screen, but soon Mrs. and Mr. Kent's raised voices could be heard from the kitchen.

"He has to be careful, Martha! The boy has secrets andif he starts getting too close to too many people they'll start to notice things!"

"You can't honestly expect me to keep my son cloistered away from the entire world for his whole life! Clark needs friends, he needs people he can be close to--he needs people he can trust. No one can keep secrets like these their entire life, Jonathan, you and I should know that better than anyone!"

Brainy glanced over at Clark, but the older teen had his jaw set in a firm line and was obviously trying very hard to ignore the voices from the kitchen. Querl supposed that his friend would have been used to hearing these sorts of conversations by now, so he followed Superman's lead and focused once more on the TV, even reaching over for the remote and turning up the volume a couple of increments.

Before he could sit back up, Clark's hand wrapped around his wrist, pulling him in a little closer and kissing him gently. "Don't let it worry you," he said quietly, seeing through the nonchalant demeanour. Brainy found himself wondering how Clark kept doing that, but he didn't say anything, just pulled away and sat upright again. This time, however, he was a little closer to the other boy on the couch.

The sounds of the argument soon faded away, about the same time that the last of the credits rolled across the screen. As though it was a well practiced routine, Clark switched channels, this time to something that Brainy didn't recognize at all. He soon felt his power levels dropping, and yawned, slouching a little further into the couch. Clark grinned, moving closer so that Brainy could rest on his shoulder, and continued watching the program. Within fifteen minutes, the green-skinned teen had fallen asleep.

The door shut, and he realized that his dad had likely headed out in his truck for town and a light drink, as he always did after he and Martha had one of their arguments. Soon after, Mrs. Kent came into the living room, leaning on the door jamb for a minute and watching the TV quietly.

Her eyes drifted down to the two boys sitting on the couch, noting Brainy's slack-jaw and closed eyes, leaning on Clark's shoulder with his head turned inwards a little and one hand lying palm up on Clark's knee, and she smiled. She came over behind the couch and gently touched her son's hair, causing him to look up at her in surprise, almost dislodging his friend.

"You know we love you, right Clark?" she asked. "And that we're just trying to protect you?"

"I know," Clark replied quietly, putting his hand over his mother's, resting on his shoulder. He glanced down with a smile at the sleeping Brainiac 5.

"Why don't you boys head up for bed?" Martha suggested. "We can have pie for breakfast tomorrow." Clark nodded, and managed to maneuver one arm behind Brainy's back and the other under his legs, standing up and lifting the slight boy in his arms in one fluid movement. Brainy sighed, and shifted a little, but didn't wake up, just snuggled deeper into Clark's chest. The older smiled affectionately, then kissed his mother on the cheek and headed for the stairs.

Once there, he deposited Brainiac 5 on the bed, careful not to wake him, and smoothed the hair out of his face. He changed into a pair of sleep pants, leaving his shirt off as he always did, then kissed Brainy on the forehead before settling on the foam mattress that was kept under his bed. He rolled over to turn off the lamp and saw Brainiac 5 staring at him, hand held out.

"Will you sleep...beside me?" he asked quietly, throwing back the covers a little. "Please?"

Clark stared at him a moment, and then smiled widely and nodded. He crawled into the bed beside his friend and put his arm around the smaller one's middle, then reached back to turn off the light. He felt Brainy's lips on his cheek, shy and tentative, the first kiss the youth had actually initiated and followed through on, and the thought warmed his heart.

"Good night, Superman," Brainiac 5 whispered quietly as the lights clicked off and the two settled in to sleep.

"G'night, Brainy," Clark replied, and their lips found each other one more time before they snuggled together and both fell asleep.


	10. Chapter 10

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

Clark woke up a couple minutes after six o'clock the next morning, as he always did. The sun hadn't even risen yet, and not a thing was stirring; but there were chores to be done, or so he had taught himself over the last few years. No alarms of any sort needed; Clark Kent would be up at the crack of dawn.

This time, however, he was finding it rather difficult to get out of bed. With a small smile on his face he turned on the dimmable lamp to its lowest settings, and as he eyes got used to the light he was able to distinguish a sleeping Brainy draped heavily over his chest. The teen's head was resting right in the center of his breastbone and one arm fell across his body, lending its own dead weight to the pressure that Superman was feeling.

He didn't want to move, however, not after seeing Brainiac 5's expression as he slept. He didn't recall ever seeing the Coluan looking so relaxed, so peaceful, and he drank in the image as much as he could. The boy's chest rose and fell slowly, his breath tickling Clark's skin and sending little tingles along his nerves. He couldn't bear to move even the slightest, not wanting to disturb the younger one at all, but it didn't take long for Brainy to wake up.

He blinked, raising his head and turning it to look at Clark. The older teen watched as the last traces of that peaceful expression were withdrawn and replaced with the more familiar Brainy, one with a bleary, just-woken-up smile on his face. "Your heartbeat and your breathing patterns changed," he said, by way of explanation. "I had used them to sync my own sleeping pattern, so when they became disharmonius, it woke me up." Clark laughed and put a finger against Brainy's lips.

"It's too early in the morning for that sort of talk," he said. "I can't process anything other than 'good morning' and 'food' at this point." He ran his fingers through Brainy's hair, marvelling at its softness, and gently massaged the other's scalp; Querl closed his eyes, surprised at how good it felt, and rested his head back on Superman's chest.

"Well then, good morning, Clark," he said, his facial features relaxing back into the expression he had had while sleeping. His arm pulled back, tucking in closer to his body; Clark found it with his free hand and entwined their fingers together as he closed his own eyes, leaning back into the pillows with Brainy snuggled into his chest.

"I could get used to waking up like this," Clark admitted, eyes still closed, and Brainy's lips turned up slightly into a smile.

Their reverie was interrupted, though, by Jonathan Kent knocking on the door. Hurriedly, the two parted, Brainy rolling over and shutting his eyes, pretending to sleep, while Clark got up and went to the door to find out what his dad wanted.

"I figured you'd be up already," he said. "Your mother and I are going to head into the city to run some errands. I've already taken care of most of the chores but there are some fence posts that could use fixing on the west reach, and of course, the cows. Think you and Carl can handle it?"

Clark looked back into the room at the wide-awake Brainiac 5, and saw a surreptitious nod of the boy's blond hair. He looked back at his dad and nodded. "I'm sure we'll be able to handle it. Carl's grandparents used to have a farm--he's used to helping out." He was lying through his teeth, but Brainy had a good head, and he was smart--he'd be able to pick up anything Clark needed to teach him. Hell, he'd probably improve on things at the farm, much less just fix them.

"We'll be back by seven. Do you think you'll be here for supper?"

Clark looked back again at the sleeping teen in his bed, his heart twinging at the sight. All he really wanted to do, he realized, was climb back into bed with his friend and stay there all day. "I'm not sure," he replied softly, and didn't turn back until Jonathan put a hand on his shoulder. When he met his father's eyes, he saw concern and worry, but also love.

"You be careful, Clark, okay?" he said gently. "I know you like to trust people but...not everyone can be trusted. And with the kind of secrets you're hiding...just be careful. I don't want you getting burned."

Touched by his father's concern, Clark nodded. "I know. Thanks, Dad." His father walked away with a short nod and another pat on the shoulder, and Clark turned back into his room, shutting the door. Brainy rolled back over to look at him, stretching out a little.

"Sounds like its time to get to work," he observed mildly, and began to sit up, but Clark's hand suddenly on his shoulder pressed him back down to the bed. He looked at his friend curiously as Clark climbed back into bed, gathering Brainy to him.

"Not yet," he whispered, and kissed him, before they settled back into a cuddle to nap for a couple more hours.


	11. Chapter 11

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

When Clark and Brainy next awoke, it was just before noon. Surprised, Clark stretched and reached over to check the clock, just as the red digital numbers switched over from 11:47 to 11:48. He nudged Brainy, who grunted a little and gave a tiny sigh before opening his eyes and looking up at his friend. "Hey, Querl? What time is it?"

"Don't you have a clock, Clark?" Brainy groaned rolling over a little and lifting his head to look Clark in the eyes. Clark gave him a look, and the green-skinned boy smiled, checking his internal clock. "11:48," he replied, and Clark shook his head in disbelief. "What?"

"I've never slept this late before," he replied with a small laugh, and he kissed Brainy on the forehead. "Come on. I gotta get those chores done before Ma and Pa Kent get back. Do you want to help, or do you want to sleep some more?"

Querl was up and out of bed before Clark had even finished. "I'd love to learn more about your life here," he said with a big smile. "You talked about it so much at Legion Headquarters--it sounds so interesting. I mean, for research purposes, naturally." He looked down at himself, at the clothes he was wearing, and gave Clark a lopsided smile. "You don't mind if I keep wearing your clothes while I'm here, do you?"

Clark sat up in bed, propping himself up with one arm, and Brainy's eyes ran the lines of the muscles that stood out with the strain, from his wrist up to his shoulder, and then to his eyes. The look that Clark was giving him, one of genuine affection, made his skin heat up.

"I'd be very disappointed if you didn't," he said, swinging his legs over the side of the bed and standing up, walking over to Brainy and wrapping his arms around his friend's shoulders. Brainy breathed in the scent of Clark's skin, drinking in the warmth of his friend's body, and brought his arms around the other's sturdy back. They stood like that for awhile, Clark rocking them both back and forth slightly, before separating, holding Querl at arm's length. "But if you're going to make this a regular thing, maybe we should see about getting you some clothes of your own."

Brainy flushed again, and looked straight into Clark's eyes. The prospect of this being a regular thing...of coming to Clark's farm, of living with him in the house and sleeping with him in his bed...He nodded mutely, unable to say anything else, and stretched upwards. Clark took the cue and bent down, meeting his friend's waiting lips, and they held the sweet, innocent kiss for a minute before parting.

"Do you want breakfast before we head out into the fields?" Clark asked, grabbing his clothes from the closet and changing quickly, while Brainy politely averted his eyes. Clark noticed the embarrased flush on Querl's face--it was starting to seem like Brainy was blushing more often than not--and pulled his shirt over his head quickly. Brainy thought about the prospect of food, then shook his head.

"I'm fine--unless you want something," he said. Clark shrugged, taking his sneakers out from under the bed. "I can wait until after the chores are done," he decided. "Let's get out of the house before Bessie and Miss Molly charge down the door looking for their food." Brainy giggled at the image that provoked in his mind, and followed the grinning teenager down the stairs and out of the house.

As they walked through the fields, heading for the cow paddock, Clark pointed out the different crops that were being grown on the farm. Brainy took in all the information, cataloguing it with unabashed interest. With agriculture being phased out around the 27th century in favour of replicated crops, seeing this historical practice was rather exciting for the young Coluan--not to mention that anything Clark could talk about with such passion and obvious knowledge that he was eager to share was something that Brainy wanted to know. Clark, on the other hand, was enjoying being able to rattle off his farming knowledge to someone who didn't already know everything, and was genuinely interested in learning it--even if that interest was partly generated by the fact that the words were coming out of his mouth.

They finally reached the cow pasture, and Clark scanned the fence, looking for the animals. "Hm," he said quietly to himself, clambering between the lines of barbed wire. Brainy watched him carefully, then followed, not wanting to make more work for the two of them by dismantling the fence yet again and still concerned about anyone who might be watching, should he extend his limbs and step over the barrier.

He, too, began looking for the cows, and his own look of confusion soon matched Clark's. "Where are they?" he asked, looking up at his friend.

"I don't know," Clark replied, and he started running, headed for the barn. Brainy was left behind as he broke into his Superman speed, generating a blast of wind that blew his hair back out of his face. He stopped walking, knowing that Clark would be back before he could even hope to catch up, and sure enough, his friend had returned. His face was flushed and his eyes were slightly panicked.

"Bessie's there, but Miss Molly's gone," he said quietly. "There's a break in the fence behind the barn--we had a storm a couple days ago, and it must have knocked it down without us realizing. Long story short, she's wandered off." He chewed on his lip, gazing out towards the direction that the errant cow had gone. "We have to find her."

Brainy didn't question, just nodded. "Then let's go."

The two boys broke into a run, Querl following Clark's lead as he wove his way through a field of waist-high grass, trampling the vegetation underfoot. He thought about questioning the wisdom of damaging the crop--he wasn't sure what it was, but one could never tell by appearances which the important, valuable crops were--but Clark's obvious panic kept him silent, all of his senses scanning for animal life.

They finally found the errant cow wandering in a field three steads over, contendedly chewing her cud, and the frustrated duo immediately started hauling her back to the Kent farm. "She must have left the field just after Pa checked in on them," Clark decided, yanking on the lead rope with a little frustration to get the cow moving.

"I wouldn't have guessed that such a large animal would be so fast," Querl remarked, sounding slightly out of breath, having kept pace to the super-speedy teenager the entire way. Clark had tried to keep his speed down to a minimum but desperation to find the animal had probably spurred him a little faster than Brainy could easily keep up with. Finding themselves a little breathless, they both fell silent, and walked comfortably that way, with Miss Molly plodded along docilely beside them--until Brainy spoke again, his hand touching Clark's arm to get his attention, as they re-entered the Kent farmlands.

"Clark, I need to sit for a bit. I'm kinda tired."

Clark was surprised that Brainy hadn't requested a break beforehand, but he just smiled and nodded, having a suspicion that his friend had wanted to impress Clark in some way. He didn't say anything about it. Making sure he had Miss Molly's lead rope tightly in his hand, he and Querl settled on the ground amidst the tall, waving grass. The alien pulled a couple blades through his hand, trying to use what Clark had taught him to determine the origin of the plant that had puzzled him on the way out.

"It just seems like simple grass to me. What kind of crop is this?"

Clark smiled, leaning back against Miss Molly's legs. The cow didn't even shift, just mooed quietly. "It is grass, actually. We've left this section of the farm alone this year, to allow the natural nutrients back in the soil." Querl nodded his understanding, sitting forward over his crossed legs and playing with the soil, running it through his hands, sensors in his palms determining the content of the dirt, and smiled.

"You're doing a good job," he stated, looking at Clark shyly. His friend looked back for a moment, their eyes locked on one another, then sat up and pulled Querl to him, their lips brushing in a soft, tender kiss.

Miss Molly mooed.


	12. Chapter 12

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

"You boys were gone for awhile," Mrs. Kent remarked as Clark and Querl walked in through the back door. "Your father and I were back almost two hours ago, Clark."

Brainy cast a sidelong glance at Clark, trying very hard not to smile, and Clark did a good job of ignoring him, smiling disarmingly at his mother. "Miss Molly got out of the pasture, ended up on the Jacobs' farm. We had to drag her all the way back here. Not to mention that Carl is a whiz at fixing fences--we ended up redoing almost half of the pasture once we got her back." He paused, and sniffed the air. "Did you heat up the pie?"

Mrs. Kent smiled and nodded, gesturing to the boys to follow her into the kitchen. "We were just about to eat a piece, and you certainly deserve one after all that hard work." Clark and Brainy shared a smile behind her back and followed her into the kitchen, where Jonathan Kent sat reading the newspaper. He looked up over the top of his paper at the two teens.

"Did I hear your mother right, Clark?" he asked, sounding a little surprised. Brainy also noted a hint of pride in that reaction. "You boys fixed up half the pasture fence, by yourselves?"

Clark grinned at him, then at Brainy. "Like I told you, Carl's had a lot of experience on farms before. He's a fast worker."

"Hmph. Don't look it with those skinny arms. Though maybe if he weren't drowning in those clothes..." He winked at Brainy, who was caught offguard by the friendly gesture--especially after overhearing Clark and his father talking that morning. Martha caught his eye, though, and gave him a small smile, and Brainy realized that Mrs. Kent must have intervened on his behalf when the two had gone into town that morning.

The pie smelled delicious and tasted better, and everyone around the table had a second slice, leaving nothing but crumbs and hardened gelatinous pie filling along the edges of the pan. Clark took it and slipped it into the sink to soak, and Brainy stood to try to gather the plates--but Jonathan stopped him.

"Don't worry about it, Carl. You're a guest--we'll take care of the dishes. Go on upstairs to Clark's room."

"Are you sure?" Brainy asked, looking at each of the Kents in turn. "I don't want to be a burden, and I certainly don't mind helping. It's the logical thing to do..."

Clark laughed and grabbed his friend's shoulders, and Querl was suddenly thankful for his skin--no matter how hard he flushed, it would never be visible, at least not in the normal ways. He met Clark's eyes for a second, and they shared the briefest of moments that sent a shiver running up the Coluan's spine, before Clark wheeled him around a steered him towards the stairs. "I'm just going to help Ma and Pa with the dishes, then I'll be up. Not long." Brainy sighed, and nodded, and started up the staircase.

"Thanks, again, for all your help on the farm, Carl!" Martha called up after him, and he returned her smile before turning around the landing corner. She headed back to the sink, immediately immersing her hands in the warm, soapy water and beginning to scrub the plates with a sponge.

Jonathan, however, hadn't moved--he was staring hard at Clark, as though trying to read him. "What, Dad?" Clark asked, laughing a little nervously.

"Half the pasture fence? In the time we were gone?" Clark bit his lip. He thought he knew where this was headed. "Clark, there is no way that two young men like you could possibly accomplish that! Did you..." He glanced towards the stairs, and lowered his voice a little so that he couldn't be overheard from the second floor. "You know how dangerous it is to use your powers around other people, Clark!"

"I didn't," Clark replied simply, taking the plate his mother handed him and drying it off with a long rag before placing it in the cupboard, then taking the next one. "Carl and I put the fence together using nothing but good, old-fashioned hard work. I think you were the one, Dad, who taught me that I can't rely on my powers to get everything and anything done? The value of good, honest labour, I think you called it." The next plate landed on top of the stack with a rather loud, angry clatter. Martha shot him a look, then directed her eyes back at the sink.

"I think what your father is trying to say, Clark, is that you may have felt the need to...show off. For Carl." Now neither parent was looking at him, and the teen realized that his overly protective parents really had developed some amazing perception skills over the years.

"Carl and I...aren't like that," he said, though he knew that his tone wasn't convincing either Kent. "And, even if we were...even if I was that way with ANYone...I wouldn't use my powers to show off for them. I have enough faith in myself." Sullen, he grabbed a handful of cutlery and starting swiping the droplets of water from their reflective surfaces. The rest of the dishwashing was done in silence, and when he was finished, Clark flung the towel at the rack so hard that it dislodged from the counter. He headed up the stairs and closed the door behind him as he entered his room.

Brainy was giving a curious closer look to some of the items he had noticed on the way through the room the first time. "I heard everything," he remarked simply. "Supersonic hearing." He pointed at his ears, and Clark nodded in understanding. Brainy looked away, down at his hands that were feeling the rough leather of an old baseball glove, wringing it slightly in his hands. "'Carl and I aren't like that?'"

Clark could hear the disappointment in his voice, and he immediately wrapped the Coluan up in his arms, hugging him tightly. "The 21st century is...a little different than the 31st, Brainy," he said affectionately, stroking his hair with one hand. "Relationships between...people of the same gender...Well, its frowned upon. And sometimes outright discriminated against."

Querl, of course, knew that this was true. He had seen enough of the history files to gather that homosexual relationships in this day and age were not something that were encouraged or sometimes even allowed. He had just needed to hear the confirmation from Clark himself--had needed to know for sure that that was the reason he had denied their connection to his parents. Clark kissed him quickly, and Brainy felt the flush again, rising colorlessly up his cheeks and, he knew, darkening slightly his violet eyes.

"I should go back," Brainy admitted, pulling away reluctantly. "The rest of the Legion...well, they'll be wondering where I've disappeared to. I am pretty sure Phantom Girl saw me take a time bubble."

"Which means that the Trips, Bouncing Boy, and probably Cham and Timberwolf also know by now."

"At least." Brainy added with a smile. He pulled out the activator for the time travel device from the pocket of Clark's jeans, then paused, and looked up at his friend.

"Keep 'em, for when you come back," Clark said with a grin, taking in Brainy's appearance, drowning in his clothes. Querl smiled and nodded, and activated the time bubble. He kissed Clark one last time, lingering just a little, then smiled and stepped through.

"Next time, though, I'm taking you shopping for your own!" Clark added with a laugh, as Brainy's fingers slipped out of his grasp and he was sucked into the time effect.

As the time bubble began to close, he considered leaping through it after his green-skinned friend, but decided against it. Brainy would be back soon enough. He turned to head back downstairs, planning to tell his parents that Carl had taken the window route down--one Clark had used on many occasions--and was headed home; it would, of course, be quicker to cut across the field.

He almost ran into the time bubble that suddenly opened right in front of him, and couldn't avoid knocking down the person that had come through. Surprised, he looked down at Brainiac 5, now sprawled beneath him. The awkward position made him blush and they both stood quickly.

Brainy was still in Clark's clothes, which the teen found odd--in fact, he looked the exact same as when he'd left. He opened his mouth to make a joke, "missed me already" or something along those lines, but the serious look in the Coluan's eyes stopped him short.

"We have a very big problem," he said.


	13. Chapter 13

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

"When you say problem," Clark began, but Brainy cut him off.

"I mean a huge, upsetting, and potentially dangerous problem, yes," the Coluan responded, sitting on the edge of Clark's bed and beginning to tinker with the time bubble tech. His fingers twisted and turned, the joints pulling apart and separating to create a myriad of different tools. "Something is interfering with the time bubble--with the entire time/space of this particular place along the continuum. It blocked the tech from creating the link, rerouted it back to its point of origin. If my calculations are correct, whatever's causing the interference is somewhere on this farm."

Clark blinked, taking a seat on the bed next to his friend. "So you literally did just leave and come back," he mused. Brainy nodded absently, then turned to look fully at his friend.

"Which isn't to say I wasn't going to come back at some other point in time," he reassured the young man. Clark nodded, giving him a lopsided smile.

"I had said I'd take you shopping for Earth clothes the next time you came back, but I suppose this doesn't really qualify, does it." Brainiac 5 shook his head mutely, obviously preoccupied with the tech, and Clark tried to sit quietly. It didn't take long, however, for him to become impatient.

"You've only been here two days--how is it possible that something like that could show up on the farm in that space of time?" he asked finally. Brainy sighed, replacing the tech in the Legionnaire pouch that he was still wearing on the black leather belt he'd 'borrowed' from Clark's closet.

"This type of interference wouldn't affect incoming time travel," he explained. "The unique waves it would have to emit in order for it to affect both directions is impossible for any device from any known age, and there is no record of visitors from anywhere past the 31st century from coming to this time. I don't know if it is specifically designed to hinder the use of my technology--more than likely, not--but whatever extraneous radiation it is giving off is making it impossible for me to go back to my time." Clark looked at him blankly, and opened his mouth a little to speak. Brainy just waved him off. "You only understood half of what I just said, didn't you?"

Somewhat embarrased, Clark nodded. "Sorry, Querl. Science...has never exactly been my strong suit." He wished he could help. Brainy was obviously a little confused and distraught by his inability to travel back to the 31st century, and even Clark had to admit that the thought that technology which could affect Brainy's genius inventions was hidden somewhere on the Kent farm was more than a little disconcerting.

"It's all right," Brainy said after a moment's pause, placing a hand on Clark's shoulder. "I didn't really expect you to get all of that. And besides, this isn't all bad. I've an excuse to stay with you here a little longer--at least until we get this figured out." He smiled at the dark-haired teen, a genuine smile that would have crinkled the corners of his eyes had they not been tense and filled with concern. Clark felt warmth spread through him, and he smiled back.

"So where do we start?"

Brainy looked thoughtful. "Well, do you have any alien or futuristic tech with you, that you brought back from the future, or that maybe came with you from your home? Some of the history files mention a ship of some sort that was hidden on the Kent farm...maybe there's something there."

"I don't think that could be it. As far as I know, no one has visited the ship in years. We mostly don't speak about it. It's covered by those hay bales we were sitting on yesterday, so no one knows its there except for us Kents. And as far as I know, its just a ship--no strange tech, at least nothing we noticed giving off any signals, or, radiation or whatever."

"It is possible that whatever is triggering this interference may have reacted to my presence. The instruments were probably calibrated for Earth, so they account for humans, and of course you, but my alien-ness might have set something off. Would you mind if we went and took a look?"

There was a part of Clark, a very strongly voiced part, that wanted to say no. That part of the superhero that was glad, so very glad, of Brainy's reappearance, who wanted to spend every spare moment that they had together not worrying about strange technological failures and otherworldly equipment interference, enjoying the sun, exploring this newly admitted emotion that they shared. But there was also a part of him that was excited. This was what he had been missing, what he had been craving ever since leaving the Legion--mystery, excitement, discovery. Puzzles that needed solving; things that needed fixing; people who needed saving. And he had to admit that right here, right now, was the first time and possibly the last he would ever experience something quite like this.

"Sounds like a good idea to me," he replied, standing up almost immediately, striking a pose with his hands on his hips and a confident, excited smile on his face. "Do you want to walk, or fly?"

"Flying would probably be quicker, but are you sure no one would--" The remainder of Brainy's sentence was lost in a gasping breath as Clark picked the Coluan up effortlessly into his arms and zipped out the window, using his superspeed to take them to the barn in less than fifteen seconds. He grinned as he set the other youth down to his feet, and Brainiac 5 stumbled a little before he managed to regain his balance. Without a word, Clark tossed a rather cocky smile his way and headed into the barn, and Brainiac 5 followed shortly thereafter, willing his skin to cool down and his eyes to lighten before he embarrassed himself.

With their combined strength, the two heroes made quick work of the stack of hay bales. Tucked in the corner, surrounded by carefully packed bricks of the stuff that kept it enclosed without putting any pressure on it, was a streamlined, dust-laden pod. Brainy swiped at the surface with his fingertips, and the dust swept away to reveal the gleaming surface underneath. Clark stood back, staring at it.

"It's been so long since I've seen this thing..." he muttered to himself, unable to take his eyes off of it. Brainy glanced back at him, but Clark was lost somewhat in his own world, and wasn't about to offer any help getting the thing open. He set to work, using his knowledge of alien tech and a fair helping of guesswork to determine how the pod opened.

The loud hiss of the hatch door opening startled Clark out of his reverie, and he came forward to peer inside. "Ma and Pa never let me look inside of it--I could never figure out if it was because they didn't want me knowing what was in there or they just couldn't figure out how to open the darned thing." Brainy grinned, looking over at his friend.

"Probably a measure of both," he guessed, and Clark nodded in agreement. The violet bionic eyes swept the interior, searching out anything that was out of place, and his brow drew down as he noticed a flashing light in the back of the pod. Extending his arm, he carefully removed the active item, examining it closely.

"Is that what's causing the interference?" Clark asked, peering at it with absolutely no idea of what he was looking at. Brainy nodded mutely, his eyes wide. "Well, what is it? What does it do? How do we shut it off? Can we shut it off? Why did it even turn on in the first place?" His string of questions, enthusiastic and excited as they were, died out when he noticed the look on Brainy's face, the way those green and purple arms had enfolded protectively--even possessively--over the surface of the elongated sphere. The blinking yellow light peeked out from between his fingers as he stared off into space.

Clark went down to his knees beside Brainy, putting a hand on his shoulder and covering one of the Coluan's tensed hands with his own. "Brainy?" His voice was tense with worry.

"I can't believe it," Brainiac 5 whispered hoarsely, still not looking at his friend.


	14. Chapter 14

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

"Querl," Clark tried again, his voice more insistent, and Brainy finally looked at him. "What is this thing?"

"It's...amazing, is what it is. This shouldn't be here--shouldn't be anywhere. There was a group who went through time, all of it, and eradicated every single one of them. One of the greatest storehouses of knowledge that...that our galaxy has ever seen, and they deemed it dangerous to humanity."

Clark recoiled a bit, shooting a glance at the innocuous looking sphere. "...is it?"

Brainy shook his head. "Not unless it were to end up in the wrong hands--the very wrong hands," he replied, running a hand almost lovingly over its surface. "This is the answer to everything, for me. My entire search to understand humanity--every answer I could possibly need can be found using this."

"So...it's a computer, then. Or a memory bank of some sort?" Clark was trying very hard to understand what Brainy was getting at, but the Coluan's excitement seemed overwrought, even for the knowledge-hungry teen. Even so, he wanted to be able to join in on his friend's obvious joy.

Querl shook his head vehemently, placing the sphere on the floor of the barn in an almost reverent manner. The light continued to blink innocently up at them. "Its called a Bio-Organic Resonance Generator, or, more commonly, a BORG." The Earth teen couldn't help the snicker that sounded as he recognized the acronym, but Brainy just gave him a strange look and continued. "It was touted as being able to...mimic, I suppose, any biological or organic lifeform, but was eventually specialized for humans." He had thought that would be enough to generate the same excitement in his friend, but Clark was still staring blankly, his gaze alternating between the item on the floor and Brainy's earnest violet eyes. The genius sighed, and settled into a more comfortable position in order to explain, more concisely, the significance of the BORG.

"Every organic and biological being has a specific resonance that is emitted--kind of like a radio signal, or a unique radar blip. You know the life-signs detectors of your time's science fiction television?" Clark nodded warily, "In the real future, and in your present on other worlds, those types of detectors operate on these resonances. What this device does is..." He paused, searching for the right word to accurately describe what made the BORG so remarkable. "It replaces a user's resonance with another. Originally it covered a wide scope of species, but as I said, by the time the technology was perfected it was specific to humans."

"So...someone using it would appear to scans, and whatever, like any other human being? Even if they were...let's say...Kryptonian?"

"Kryptonian, Thanogarian, Coluan...anything," Querl affirmed. Clark nodded thoughtfully, regarding the device for a few silent moments. Brainy was sure he was drinking it all in, processing all the new information; he certainly appeared deep in thought, ot even noticing the curl of his bangs that had fallen out of place. Absent-mindedly, the teen reached over and brushed them back, and that startled Clark out of his musings.

"I still don't get it," he admitted. "I mean, yes, I understand its function, but...I don't get how it is such a great store of knowledge and...everything you were saying earlier. Isn't it just like...I dunno...spraying yourself with skunk spray so that other skunks think...you're a skunk?" It was a weak example, and he knew it--but basically it was just a form of camoflauge, wasn't it? Wearing camo-print clothes didn't give the army insight about the forest. Why would giving oneself a "human resonance" reveal the truths about humanity?

Brainiac 5 realized he hadn't been quite clear enough. "Bio-organic resonance isn't just about a smell, or a color, or any of those types of distinction. Your resonance is made up of everything about you--your thoughts, your culture, your history. The very core of what makes you what you are is what creates it. So in order to fully mimic that quality...the BORG replaces all of those variables in your own person with a set of randomly generated human ones. Your original coding is stored in its memory bank, and you truly become human. Everything associated with being one of that species gets transferred and integrated to you."

Clark's eyes had grown wider and wider as Brainy had clarified the purpose of the alien sphere. "So if you used this...you'd become human."

"With all the understanding that comes with it, yes. Innate, intrinsic knowledge of exactly what forms and shapes humanity; what makes humanity what it is."

He picked up the device again and clutched it tightly, feeling within it the swirling of knowledge, the tantalizing temptation of answers to every question he had, both asked and unasked. The entire reason he had left his people.

"Didn't you say they were deemed dangerous, and all destroyed?" Clark ventured after a moment, not wanting to burst Brainy's obvious bubble, but worried all the same. It was apparent that his friend hadn't really made the connection between the warnings of his own past and the future he now held in his hands.

"Well...yes," he replied finally, looking a little upset. "I would have to have it examined, of course, to make sure none of the technical flaws remain in the hardwiring...take it back to my lab at Legion HQ at the very least..."

"But you can't," Clark pointed out, noticing with a thrill of apprehension that Brainy was acting very protectively--and very possessively--of the metallic sphere. Far too quickly for his own comfort and peace of mind. "Because isn't that thing emitting some kind of...interference, or something? That's the reason you're back here, remember."

Brainy smiled and lifted the sphere in one hand. "Now that I know what's causing it, its a simple matter to turn it off. It must have activated with my presence when we were in here yesterday--you're relatively close to human, but I'm pretty far off. It must have been on an automatic setting. I've seen it all the time in other tech, and heard about it before in this particular usage." He peered closely at the exterior of the metallic object, presumably to look for an on/off switch.

"But if it's been activated...doesn't that mean it's already working?" This was getting to be a little much to take in, and Clark's head was beginning to hurt. Futuristic alien tech was nothing but one big headache, he decided, and resolved to stick to flight rings only from then on. His resolve strengthened when Brainy once again dismissed his assumption--he obviously wasn't getting a handle on all this stuff, at least not as much as he thought. Didn't lights blinking usually mean something was on?

"The orange light," Brainy said, as if reading his thoughts, "means that's it's on a sort of standby mode. It still has to actually be initialized to begin the process. The light will turn green when that happens." His fingers extended into tools, and he began fiddling around with the thing, finding what appeared to be an instrument panel. "Get it turned off, and the interference will disappear--that should do it." He closed the panel, and turned the sphere over in his hands.

Both teens fell dead silent at the green light that was now blinking at them.


	15. Chapter 15

Characters don't belong to me--they belong to their respective owners, primarily DC Comics and Kids! WB, whose cartoon Legion is my primary base for this fic. This work, however, is my own, and as such I'd ask you treat it, and me, with the same amount of respect you'd show the creators of Brainiac 5 and Superman. Reviews and comments are more than welcomed, constructive critique (especially on the characterization aspects) is appreciated, and flames will be read and then used to roast cheetos.

--

"...green means on," Clark said quietly, pretty sure that this time he had it right. When Brainy didn't immediately counter his observation with another round of technobabble, he knew for sure. His eyes glanced to his friend's skin, and he felt a sudden qualm of fear as he noted patches of healthy, pink, human skin already appearing on the boy's hands and face. "Querl..."

"I know," the Coluan replied, already looking again at the device to figure out what he'd done wrong, why it had fully activated and initialized the generation process. As the pink grew along his skin, his movements became more and more panicked. Taking what he understood about the device's workings, Clark realized that Brainy was going to start suffering an onslaught of human emotion that he had never experienced before. He was emotional as a robot, but giving him the full range of human emotional capabilities was going to be a cruel shock. "I can't figure out what's going on with this thing--what I did should have worked!" There was a definite note of panic in his voice now, and his hands were shaking. As the pink skin spread towards his fingers, they retracted, hiding the tools as they became human appendages.

The Coluan shook his hand furiously, as though to shake out a cramp or to dislodge some parasitic object, and sweat appeared on his brow as he lost the function of his multitasking digits. "Clark..." he said in a voice that was nearly a whimper, and he looked, fearful, at his friend. Neither of them knew exactly what was going to happen; Brainy knew about the recall of the devices but had never been able to find out exactly why. All they knew was that Brainy was in great danger at this particular moment.

Clark leapt to his feet and ran to the other corner of the barn, grabbing a huge red tool box and zipping it back to Brainy's side. He opened it for the Coluan, pulling out various tools that were similar to ones he had seen the teen use the first time he had fiddled with the sphere. Brainy's trembling hands grasped a small screwdriver and put it to the control panel, but dropped the sphere on the ground in his quaking fear.

The logical part of his mind, still Coluan, reminded him that this wasn't actually that frightening and that this onslaught of emotion was merely the result of being unable to control the new feelings; fear, nervousness and anxiety were raging out of control, amplified by his lack of experience. Even that, however, didn't help to calm his nerves, and he looked back at Clark. This time, the tears in his eyes were generated by real fear, an expression that the earth boy could read clearly all over his face. "Help me..." he whimpered.

Clark nodded, moving behind Brainy and gathering the smaller teen into his lap. His arms wrapped around Brainy's waist, one placing itself on top of the hand holding the BORG and the other gripping the wrist of the hand holding the tools. He steadied the other as he worked tentatively, having lost his enhanced vision by now, and whispered quiet words of encouragement and comfort in the other's ear. The shaking that took over Brainy's body seemed to subside a bit as they worked, quietly, but quicker with every passing minute. Clark noted pink skin appearing around Brainy's ankles where the hem of his too-long pants had ridden up.

Finally, the green light was replaced by the orange blinking again, and in an instant off of the human qualities had disappeared, as though vacuumed away back into the sphere. Querl's trembling stopped so suddenly it was unnerving.

"I think we'd better leave that thing be for now," Clark suggested, unwrapping his arms from around the other boy, and they both began returning the tools to the box. As though making sure he was still in one piece, Brainy extended and retracted all of his limbs in turn, rotating every joint. The smile of relief that crossed his face was echoed in the palpable feeling of the same that swept over the both of them.

"I think that is a good idea. It isn't vital that I return home yet, and my answers can wait. I think I need to better prepare myself, anyway. I obviously wasn't ready for real human emotion." The self-reproach in his voice was evident, along with his disappointment. As they stood, Clark pulled the other into a tight hug, and Brainy let himself be held for a few minutes. Some of the emotion he had felt during the resonance generation returned, and a last, powerful tremble passed through his entire body before he allowed himself to let Clark go.

Clark was shaken, as well. The image of a half-human Brainiac played in front of his eyes, even when he closed them and shook his head. That pale skin that had matched with the flaxen blond hair, which had gained a sheen and luster unachieved by the synthetic growths the android had, and the piercing green eyes that had stood out against those pale colors, shimmering with those fearful tears.

They were both silent as they walked back to the house, Clark with the sphere tucked under his arm, wrapped in his jacket, and the ship safely buried immaculately under the hay bales once again. They were greeted by the scent of pot roast with a faint hint of cherries, and a beaming Mrs. Kent. "Would you like to stay for supper again, Carl? I've just finished the roast, its all hot and ready to go." Her eyes were drawn to the object her son was carrying.

"We were playing soccer," Clark explained, "and the ball rolled into a cowpie or two. My jacket was already dirty, so I figured I'd carry it like this so I could wash it." She seemed to accept this explanation, even though Clark's favorite sport was baseball and he hadn't touched a soccer ball in years, and smiled.

"Well then, you really must be hungry. I know Clark can be a little tiring when he gets going at sports."

Clark and Querl both looked at her in surprise, although Querl managed to erase it almost immediately and Clark managed to fake hiding his expression from his friend. Had she just...hinted at his abilities? To someone she thought didn't know, and who she barely knew? He glanced suspiciously at his father, but Jonathan was seated at the table and hiding his face carefully behind a newspaper.

"I managed to hold my own," Brainy finallly replied with an innocuous grin, and Mrs Kent seemed contented with that response. Clark made his excuses to go and get rid of the "soccer ball", while Brainy followed Martha into the dining room, offering to help finish setting the table. She accepted his help gladly, and within minutes, all four were seated around the table, hungrily chowing down on pot roast with cherry garnish, and an apple crumble warm from the oven for dessert.


	16. Chapter 16

After dinner was done and all the dishes had been cleared and cleaned, the four of them relaxed into the living room, Martha an

After dinner was done and all the dishes had been cleared and cleaned, the four of them relaxed into the living room, Martha and Jonathan taking the smaller loveseat and insisting that the two lanky teens took over the long couch. Brainy protested at first, until Martha assured him that the loveseat was every bit as comfortable as the couch, and had every bit as good of a view of the TV, and Clark rolled his eyes and made a light-heartedly snide comment about his parents wanting to be close. He laid back on the couch, leaning between the backrest and the armest, and put his feet up on the coffee table. Brainy joined him, careful not to sit too close, and arranged himself with his feet tucked under him, resting on the arm of the leather couch with one elbow. Jonathan fiddled with the television remote for awhile, seemingly unable to find the right channel, before Martha huffed in mock indignation and took the device from him. "Our son being what he is, I'd think you'd have the Space Channel memorized by now, John."

Brainy froze momentarily, not daring to look at either the Kents or at Clark. Had they just given away--or at least hinted at--their son's secret? His suspicions weren't assuaged when Jonathan commented on Clark's love of science-fiction and his obsession with various programmes; he could feel Mr. Kent's eyes watching his every move, trying to gauge if "Carl" knew, or guessed, at his son's secret.

The teen did everything in his power to appear normal, laughing at the appropriate moments along with the family as jibes were tossed back and forth between the two male Kents, with Martha either cheering or refereeing from the sidelines. He watched them all with a detached interest, too concerned with what their intentions had been with that decidedly risky statement to really notice what was going on.

As there was a sudden blaring of brass instruments and drums from the speakers, however, signifying very clearly some sort of dramatic opening sequence, the friendly bickering stopped, and all three of the Kents plus Brainy turned their eyes to the TV.

Over crumble, Mr and Mrs. Kent had managed to drag out of their guest the fact that he had never seen the movie Star Wars. Martha had exclaimed at Clark's choice in friends; Jonathan had marvelled at the fact that there existed anyone in this day and age who hadn't seen the movies. Querl had tried to apologize profusely, but they had had none of it. It was Clark who had remembered that the Space Channel was airing "Episode IV: A New Hope" that evening, and the Kents had quickly decided that Brainy would be educated in the ways of classic science fiction.

It was difficult to keep his opinions to himself, he thought miserably as he sat throughout the entire ordeal. Granted, the acting, and the scripts, and the special effects--well, everything about the movie was better than he had been used to seeing at Bouncing Boy's bi-weekly classic movie nights. Horror films were notorious for being the worst of the worst, and he had to admit that Star Wars far surpassed it in all possible ways. But in and of itself...the number of technological errors and anomalies, the sheer unbelievability of any of the scientific advancements, the utter anachronism and rough, unrefined juxtaposition of so many different ages and levels of tech, the inclusion of what was, as far as he could determine, magic...it was a mish-mosh, a melting pot of unresearched futuristic crass. Complete bullshit. He caught himself a number of times, nearly correcting a character here or exclaiming in indignation there, but he managed to stay silent on those fronts, only making appropriate movie noises here and there--a laugh, a chuckle, a gasp. If Clark's parents noticed anything, they didn't mention it.

Gripes with the scientific aspect of the film aside, Querl decided as Mr and Mrs. Kent bade them goodnight and headed to their room for bed, classic Earth cinema wasn't really as bad as he had been led to believe by his exposure in the 31st century. He really would have to talk with Bouncing Boy about possibly expanding their film library.

"Yoohoo, Querl," Clark chimed, waving a hand in front of Brainy's face. Startled, the teen looked at his friend. "There you are. Looks like your brain wandered off for a minute there." Brainiac 5 nodded mutely--he had, indeed, been lost in thought and hadn't realized Clark was wanting to speak to him. "I was asking if you wanted to stay up and watch some more TV, or if you're ready for bed. Or if there's anything else you wanted to do."

"I did want to ask," Brainy said quietly, reaching over for the remote with his extended arm (after checking to be sure the coast was clear) and lowering the volume slightly, "if your parents meant anything by their comments before the movie started. Something about you being what you are."

Clark bit his lip, thinking back. It had seemed an odd thing for Martha to say; although he was a huge science fiction nerd, the way she had worded it would have been very clear to anyone who knew Clark's secret that his love of Star Trek and Futurama was not what she was referring to. "It was a bit odd," he said slowly, agreeing with Brainy's first instinct. "Do you think maybe..." He lowered his voice. "Do you think they suspect?"

"What, that I'm an alien from the future too, or that you might have told me your secret for some untoward purpose?" Brainy asked, raising one eyebrow. Clark looked at him in surprise. "Its not that hard to figure out. She knows there is something different about me. And let's face it, Superman--what kind of kid wears his green stage makeup when he's not working? Martha isn't stupid."

Clark shook his head, agreeing with his friend. "No, she's not. I guess seeing as how she never said anything, I just...never saw any reason to dwell on it." Brainy sighed, putting his hand on Clark's arm, the touch sending a slight shiver through both of their bodies.

"You didn't want to," he said quietly, and Clark silently agreed. "I think she's waiting for us to tell her ourselves. She, and your dad, have figured out that I'm not who I say I am. But they know you, and they know that you have secrets. I'm sure they believe there is a good reason you're keeping this from them. You shouldn't abuse that trust."

Clark took his hand, pulling it from his arm, and used it to draw Brainy into a kiss. His free arm wrapped around the Coluan's back, and he held onto the other tightly, resting their foreheads together and sighing. "You're right," he said finally. "We'll explain everything tomorrow."

"Tomorrow," Brainy agreed, and Clark tilted his head up to kiss the white circles on his friend's forehead. Querl could feel his eyes darkening with his blush, and closed them so that he wouldn't embarrass himself. They parted, though Clark kept his arm about Brainiac 5's waist, and settled into the couch.

"So what do you want to--" Clark was interrupted by a sudden gasp from Brainy, who almost toppled off of the couch in his surprise.

"Is that a transmatter gate?!" he exclaimed, sitting himself back up and staring at the TV in disbelief. His head swung around to look at his friend. "That Star Wars was absolutely full of technological mistakes, but this..." He looked back. "It's almost a perfect reproduction--or would it be a preproduction?--of our transmatter gates. The only difference is those glyphs along the ring...they look like depictions of constellations, or something similar...what are those?"

Clark laughed and grabbed Brainy under the arms, hauling him back onto the couch and kissing his cheek. "Stargate, it is."


	17. Chapter 17

After dinner was done and all the dishes had been cleared and cleaned, the four of them relaxed into the living room, Martha an

Both teens were arguing quietly as they headed up the stairs and back to Clark's room following a four hour marathon of the television show Stargate, being careful not to wake Clark's parents, who while understanding that teenaged boys would be teenaged boys would probably not look too kindly on Clark returning to bed barely three hours before he had to wake up again.

"At least 9th level," Brainy was saying, shaking his head at Clark's insistence that Dr. Jackson was only as smart as any other human being. "The connections in logic, the capacity for acsension--he has to be at least a ninth level intelligence!"

"You're only supporting him because you think he's cute," Clark accused teasingly, and Brainy's eyes widened.

"I'd never..."

Clark laughed, barely remembering to keep the volume in check, and slung an arm around Brainy's neck. "I know, Querl. I'm just teasing you."

He pushed open the door to his room, gesturing grandly for Brainy to enter first, and closed it quietly behind them once they were both inside. Brainy headed straight for the bed, sitting on the edge of it and beginning to unbutton the white shirt he was still wearing. Clark's face heated up slightly, and though he tried to hide it, the reddening of his cheeks didn't go un-noticed by the Coluan. Even though his own mode of blushing was slightly different, he had been around Saturn Girl, Lightning Lad, Phantom Girl and Timber Wolf enough to know what a human blush looked like.

"What's wrong?" he asked, confused by Clark's reaction. "It's not like I'm naked under this--I'm still wearing my bionic armour. You know that." His hands stilled on the buttons, fingers frozen in the act of sliding one circular fastener out of its hole. Clark passed a hand over his face, looking at Brainy over his fingers as he covered his mouth, and attempted to hide his cheeks, with his hand.

"...I know," was all he said finally, and he grabbed a pair of sleep pants from under his pillow. "I'll be right back."

Brainy heard the door to the bathroom open and close a minute later, and he finished taking off the Earth clothes quickly, folding them into neat little squares and setting them on top of the dresser, still puzzled over Clark's reaction. He set up an algorithm on his hard drive while he waited for his friend to come back, writing code for checking his memory banks and the various historical files he had stored internally to try and find a solution for this conundrum. It wouldn't do to swell on it consciously, he'd be up all night.

About the time he finished, the sound of running water came from the bathroom, and a few moments later Clark re-entered his room. He tossed his work clothes into a hamper and ran a comb quickly through his hair, not saying anything. Brainy watched him quietly, following him with his eyes until the older boy finally came to sit on the bed beside the other.

They looked at each other for a moment, then both leaned in for a soft kiss, parting with smiles on their faces. Brainy bumped his forehead against Clark's, causing the smiles to grow. "Hey," Clark whispered, a certain fondness in his voice that sent warm shivers all over Querl's body.

"Hey," he whispered back, looking directly into those beautiful blue eyes. He felt Clark's hand on his cheek and leaned into it, loving the way those calloused fingers sent jolts of heaven along his nerves and to the pleasure center of his brain.

"Sorry about earlier, " Clark said suddenly, and Brainy opened his eyes again, sitting up straight to look at his friend. There was a genuine sheepish look on the other teen's face that he actually found adorable, but he wasn't going to say anything. He mentally put the algorithm on pause; maybe he wasn't going to have to figure it out himself.

"Its quite all right. I'm sorry if I made you uncomfortable in some way," he replied carefully, trying to lead Clark to give him the answer he was looking for without pushing. He needn't have bothered.

"Its not that, its just...the way you were sitting, the way your hands were moving...just the very fact that someone I like was taking off his clothes in my room, that tought just triggered a, a..." he searched for the right words, and Brainy's mind suddenly clicked.

"You experienced a hormonal response," he guessed, and Clark, after thinking for a minute, nodded. "well based on my observations of the other Legionnaires, that isn't something you should be apologizing for. It isn't something you can have control over, after all." Clark smiled at him and pulled him into a hug.

"I just didn't want to freak you out," he said into Brainy's ear, and that confused the Coluan too. But he put it out of his mind. There were more important things that they had to talk about.

"I think we should talk to your parents tomorrow, Clark," he said, changing the subject abruptly, and the hug ended. They began working together to pull down the covers of the bed, arranging pillows, both clambering in and arranging themselves into a comfortable position as if on some nonverbal cue. "Its obvious that Martha, at least, is beginning to suspect that something about me isn't right. I'm sure it is only a matter of time before her suspicions are consciously or unconsciously transferred to Jonathan."

"I think you're right," Clark agreed, putting his arm around Brainy's shoulder so that the younger boy ended up tucked under his chin. He kissed the soft yellow hair before continuing. "And I want them to know. I think they'll be happy that I have a friend that not only knows about my secret but...isn't a threat to me. One with secrets of his own."

"More than a friend," Brainy corrected gently, but there was a slight lift in intonation at the end of his sentence, and Clark looked down at him.

"Do you want to tell them about that, too?"

Brainy shrugged his shoulders. "I don't know. I know homosexuality isn't exactly a common or encouraged practice in your time, and despite the fact that most of my mannerisms and appearance is modeled after the male, I'm technically an androgyne. Also, I'm part robot. I don't know if there's any precedent for judgement in a case like this. Humans seem to assign a blanket dislike to anything they perceive as different."

"I know my parents won't have a problem with it," Clark replied after a brief silence while he thought. "They're the most openminded people I know--how can they not be, with a superpowered alien for a son?" Brainy giggled at that, and he could feel Clark's smile against his hair.

"So we'll tell them, then?" he asked quietly, and he felt Clark nod.

"Tomorrow." Long fingers tilted Brainy's head back, and he closed his eyes as their lips met in a tender goodnight kiss.


	18. Chapter 18

After dinner was done and all the dishes had been cleared and cleaned, the four of them relaxed into the living room, Martha an

His internal sensors told him that it was 2:30 AM, and Brainy rolled over onto his other side again, still battling with himself over whether comfort was or was not more important than laying with Clark's arm around him. He sighed quietly and looked back over his shoulder at the other boy, a small smile crossing his face. Clark's features were outlined by the soft bluish glow of a full moon outside, accompanied by an entire sea of stars, tinging his skin with a silvery halo and even mellowing the shadows that paced the contours of his skin. Those lips were as always tilted into a gentle smile--did he ever stop, Brainy wondered?

He got out of bed, careful not to shift the mattress or the covers too much, and went over to the window, looking out at the sky above. This far from any major city center, there was no effervescent, cheap fluorescent smog radiance to block out the natural beauty of the sky--every single star, every galaxy, was visible to the naked eye, and even more so to Brainy's powerful optic receptors. Earth was still in the same place in the galaxy a thousand years into the future, but with the ever-present lights of New Metropolis...he had never gotten to actually see the constellations. They were beautiful.

His nature being what it was, there wasn't ever any actual need for the Coluan to sleep. He liked to do so; it helped him fit into the humans he'd adopted as a family, made him feel more human himself--but not every night. Maybe two or three a week, at the most. And while lying in Clark's strong arms certainly wasn't a bad thing, it made him restless--which was why he was now wandering around his friend's room, looking at everything in the moonlight.

Finally, with one last glance at the sleeping teen in the bed behind him, Brainy carefully pulled open the door and padded down the stairs, silent as a cat. He paused, listening outside of the Kent's room, but the utter lack of movement reassured him that he had woken anyone. He made his way to the living room and sat down on the loveseat this time, ascertaining that Martha was right and there really was a better view from there. On clicked the TV, immediately followed by the mute button, and he began flipping channels.

He wasn't sure what he was looking for exactly; maybe something to increase his stores of knowledge about humanity, to find out what made the humans he loved so much really tick. All that he really found, however, were late night talk shows, infomercials, and now and again channels that were broadcasting nothing but a rainbow of colors across the screen. Eventually, however, he stopped his constant flipping, eyes fixed on the screen.

The scene was familiar, almost frighteningly so. The badly matted sunset backdrop, a mixture of poorly arranged oranges and reds and yellows, with a bright yellow sun just sinking over a watery horizon. He chanced turning the volume up just a little and the strains of the grating strings trying to be swelling and provoking reached his ears. The two people standing on the beach, one with his arms held out to another, a woman, glaring at his in disdain that only barely concealed the light of hope in her eyes.

"So you're sick. What does that have to do with how you feel?"

"You don't get it. I'm in love with you!"

Brainiac 5 felt a small smile touch his face, brought on by nostalgia. It was this very production that had finally explained to him what his feelings were for Clark, what that strange sickness in his soul had been--not a sickness at all, but an emotion, what was sometimes called the strongest emotion of all. He settled against the arm of the loveseat, unconsciously hugging a pillow to his chest, to watch the outcome of the movie, the part he had never seen. It was made all the better by the fact that he could see himself, and Clark, in that situation; the mannerisms, the gestures, the way he brushed the hair out of the woman's eyes. His arms tightened incrementally around the pillow and he began imagining the two of them instead of these Hollywood actors.

"I love you."

The man's hands began tugging at the straps of the woman's clothing, freeing fabric from buttons and snaps and clips, piece by piece disrobing her, and Brainy was jarred out of his imagination by the very different pieces of human anatomy that were suddenly revealed to his eyes. He sat up a little straighter, not sure how to perceive this turn of events. In his experience with humans, he had come to realize that being nude, especially in front of someone of the opposite gender, was considered quite taboo in most cases. But the two people on the screen continued to remove each other's clothing, all the while kissing and touching and the man's constant murmuring of "I love you"s providing ambient noise.

Brainy's hand reached for the remote, intending to change the channel, not feeling comfortable with what was being revealed on the television. But the woman's words--the first since this particular scene had begun--stopped him short.

"Show me that you love me," she demanded in a whisper, "prove it."

What followed could only have been a very artistic and carefully edited depiction of a coital act, bodies moving together in and around covers, slick with sweat. It lasted barely three minutes, but he got the distinct impression that it had at some point been edited for the space of time provided by a television schedule. After they had apparently finished, the woman looked up at the man, and finally said what Brainy had been waiting the whole program for her to say--"I love you, too." It was distinctly less triumphant for the watching Coluan than he thought it would be, and somehow he couldn't bear to put himself in her place as he had the entire movie.

His finger clicked off the television, and he discarded the pillow to make room for his knees as he pulled them up to his chest, hugging himself tightly. Was that all it was, in the end? A bunch of romantic nonsense that culminated in that final act, final proof that those feelings were real? 'Show me that you love me,' she had said, and he had.

Suddenly, Clark's reaction to the naive--oh, he was no naive!!--teen's undressing the night before made so much more sense. Undressing in front of someone for whom you had professed feelings--it was supposed to lead to somewhere else, to this copulation, this joining of two bodies into one. Clark had been startled by the idea, the suddenness of it, Brainy supposed, perhaps the lack of ceremony with which the ritual had begun.

Or no. Another piece clicked into place, and Brainy froze, suddenly feeling very exposed and alone, what was commonly termed in Earth literature as being on the verge of tears. Realization dawned, like a bright shaft of sunlight that suddenly became a streaking bomb, shattering everything that Brainy had grown to cherish in the last couple of days. It had been his undressing and its relation to this act that had Clark's hormones in a knot, but not because of the suddenness of the act or the lack of ritual or even an innocent's reaction to the idea of the "first time".

No, Querl understood with a sinking feeling in his heart, it was the fact that Clark was embarrassed to think that way about someone who could never in a million years ever actually prove his love. He was, after all, a semi-androgyne; he could never give Clark what he needed. In which case, this entire relationship...these professions of love, these small little kisses and private shows of affection...it was all a lie.

He could feel his heart breaking in two as he curled up on his side and closed his eyes, suddenly wanting nothing more than to just stop thinking. But Clark's face hovered in front of his closed eyes, mouthing words that Brainy couldn't unhear, and he was a long time in falling asleep again.

"Show me that you love me."


	19. Chapter 19

After dinner was done and all the dishes had been cleared and cleaned, the four of them relaxed into the living room, Martha an

"Brainy."

The sound of his name pierced through the haze in his mind, and he shifted slightly, clinging to the last tendrils of sleep.

"Brainy..."

A small groan escaped his lips, a complaint, a reluctance to be awoken from the sleep that had been so hard to attain.

"Querl Dox!"

At his full name, he shot upright, and cracked his head against something the hovered above. Tilting his head back, he saw bright blue eyes looking back with a grin crinkling their edges.

"Good morning, sleeping beauty." The reference was lost on the alien as he tried to gather his surroundings, momentarily unsure of where he was. However, oblique Earth fairy tale references aside, he was suddenly and painfully aware of two things.

One, the Kents were sitting in the unoccupied couch, both with amused (though slightly wary) smiles on their faces; and two, that he was still in his normal attire, and was therefore very obviously alien.

He blinked a couple of times, completely unsure of what to say, and looked to Clark, who had seated himself on the arm of the loveseat that Brainy had curled up on for the night, for help.

"I've talked to them already," he said, giving his friend a soft smile. "It's okay."

Brainy pushed himself to fully sitting, swinging his legs over the side of the chair and, with a careful eye to the Kents, extending his limbs to their fullest in order to get a stretch. Jonathan's eyes widened marginally. Retracting himself, Brainy addressed the two mildly startled humans.

"I'm very sorry about keeping this a secret from you. I'm sure you have a lot of questions for me, and I'll be happy to answer them, to the best of my abilities. I don't know what Clark has told you so far..." he trailed off, offering it as a cue, and Martha was the one who took it.

"You're an alien called a Coluan, from the planet Colu, a part organic and part bionic android," she began slowly, as though ticking a list of things off in her mind. "You've come from the future, as well, the Earth of the 31st century, where Clark went once before when your group, the Legion of SuperHeroes, needed his help. And your real name is Querl Dox."

Brainy nodded, running a hand absentmindedly through his hair. "That's all correct, and it is pretty much the summation of who I am. I am a being of 12th level intelligence, who separated from my people in order to study humanity more closely, to understand what makes you who you are--and to see if it is something I can duplicate for myself. My people are a power-greedy, self-absorbed race who more or less despise the rest of the known universe, thinking themselves to be of a higher order. I've always felt...less than satisfied with my existence on Colu, so I came to Earth and joined the Legion to see if I could find somewhere more fitting."

The Kents stared at him blankly for a minute; then, apparently disgesting the information, Jonathan spoke. "And why are you here, now? According to Clark, the first time you came to our time you used a time bubble device that to all intents and purposes popped you in and out in an instant, even though it was months. Why are you still here?"

Brainy looked up at Clark; he obviously hadn't told his parents the whole story, yet. He searched his friend's face for a clue, a cue as to what he should say, how much he should tell them. They seemed understanding; they had certainly taken the news of his alienhood, obvious though the evidence had been, very well, and he had the feeling that they didn't share the sentiments of many people of their time towards the idea of same-sex relationships. And it would certainly be better than, "I need to borrow your son for a mission to save the future that hasn't happened yet, which could very likely end up killing him". After all...love was a powerful thing. An important thing. A good reason.

He felt Clark's hand on his shoulder, just lightly, and his eyes darkened minutely. "I'm here because I--"

Unbidden, an image flashed before his eyes, cutting him off midsentence. 'Show me that you love me.' Could he say it? Could he admit to these people an emotion he would never be able to satisfactorily prove, to their standards? Would they see him as false, a liar, a charlatan out to worm his way into what seemed the only chink in the future Man of Steel's armour--to betray the feelings of their son?

"I..."

'Show me that you love me.' It was Clark's face, his voice, there in his head, accusing and angry, pleading and desperate all at the same time. Asking for something Brainy could never give. Did he have the right?

"I..." Came back to get him for another mission. Came back because he stole from us. Am looking for some alien tech he might have brought with him from Krypton. Got stuck when my time bubble wouldn't let me leave--now that one had a grain of truth in it.

He looked up at Clark again, at that gentle, strong face that was smiling an encouragement, that brilliant smile that warmed the Coluan's heart. He couldn't betray that happiness now. Not yet. It could wait. One day he would have to rip the carpeting out from under his Superman's feet; one day he'd be forced to shove that chunk of emotional kryptonite into the hole he'd made in the other's armour; but not today.

He didn't want to let go yet.

And while he had been dreaming, his computing mind, always working, had begun to formulate what might be construed as a plan.

"I love him. I came back to tell him that. It took me forever to determine what was...what I thought was something wrong with me, but when I solved the puzzle, I knew that I had to be here. With Clark." The hand on his shoulder tightened, and he felt a familiar pair of lips press against the top of his head. The affection in that kiss, in that touch, only strengthened his resolve. He would find a way, even if it killed him.

Jonathan Kent cleared his throat. Martha placed her hands carefully in her lap. The two boys looked from one parent to the other, waiting, nervous.

"So you're...an alien," Jonathan finally said, slowly. "From the future. Who's...involved in a gay relationship with our son?"

Brainy felt himself nodding, even though it wasn't altogether true. He was an androgyne after all; it wasn't really a homosexual relationship. But there was no sense dragging that into the mix.

"...Do you have anything to tell us that we didn't already know?"

Dumbfounded, Brainy stared at the two of them, and Clark chuckled. "I told you they'd have you figured," he said with a big grin, and Martha stood, coming over to the love seat to hug Brainy tightly.

"Glad to have you, Querl," she said with a smile, and headed off into the kitchen to make French toast. Jonathan shook his head and got to his feet, standing and regarding his son for a moment or two.

"You know what's best for you, son," he said gruffly, and Clark nodded.

"Thanks, Dad." As the older Kent followed his wife, ostensibly to help with the breakfast preparations, Querl and Clark shared a long, tender kiss. "I love you," Clark whispered, bumping his forehead to the three white circles on Brainy's. The smaller teen acted as though he were unable to respond, speechless, and just smiled his more dazzling, loving smile at his older friend, while words that hadn't been spoken aloud bounced relentlessly around his skull.


	20. Chapter 20

Brainy was surprised at how easily the Kents adapted to the revelations he and Clark had just made, although he supposed that he really shouldn't be, considering they had apparently figured it out long before the two teens had 'fessed up. Martha had immediately set to asking him all sorts of questions, which he of course answered warily and with full contemplation of any effects his replies would have on the timeline. Her honest interest and curiousity touched him, though, and he found himself being more open with details about the future Earth than he might have with anyone else.

Even Jonathan put a question to the alien teen every once in a while. Even though it was less frequent and definitely less enthusiastic, Brainy was still glad that Clark's father seemed to be expressing interest that had nothing to do with mistrust, and answered his questions as enthusiastically as he did Martha's. During those conversations he would often catch Clark, who was usually sitting beside him, smiling a little to himself, and Brainy knew that those smiles were for him.

All the smiles and all the encouragement and support from Clark's family didn't stop the nagging in the back of his mind, however. Sure, the Kents were extremely supportive--Querl was actually surprised at how very little they cared about the fact that their son had a romantic relationship with another male--but all their support and all Clark's apparently undying affection couldn't quite quell the little voice that kept reminding him of the late night movie.

He knew he was on borrowed time with his happiness, and when he wasn't around the family, he couldn't bear to keep the smile plastered on his face.

He blamed his preoccupation with the BORG. The innocuous-looking device still sat under a pile of dirty laundry in Clark's room, utterly still and silent, and yet Brainy could feel its presence weighing heavily in the back of his mind. The thing ought not to have been there. It was not only out of time and out of place, but the very fact that it was still intact was...wrong. He couldn't shake the feeling that there was something big going on, something bigger than he and Clark and a random piece of alien tech. But he was missing too many of the pieces to be able to fit the entire story of the generator together.

Not only did the mystery of the BORG keep his thoughts whirling 24/7, but the effects that his short-term exposure had had on his psyche. The emotions that he had already held barely in check were running rampant more frequently, and often threatened to overwhelm him and send him into fits of tears, or laughter, or raging screams. He wondered if something had actually gone wrong in its operation, aside from turning on when it should have been asleep or off; there was no way that humans could actually deal with emotions that intense in their day to day lives! And while he shared almost all of his thoughts and worries with Clark, that fact was one that he kept to himself.

Part of him hoped that those irrational feelings were to blame for the record that kept playing and replaying in his head.

He was startled out of his reflective thoughts by a set of arms suddenly wrapping themselves around his middle from behind, lifting his clear off of the ground and tossing him onto the springy mattress, facedown. He wriggled, locked in that iron grip, trying futilely to resist and break free of the hold. It was of course useless; countless play wrestles with Clark had taught him that. But he still liked to think that maybe, just maybe, he could over power the older teen.

Strong hands released him, and he breathed a sigh of relief and began to push himself to his hands and knees, planning to face his assailant and unleash a barrage of something. He wasn't really sure what, yet, there wasn't much that Clark feared. Querl was distinctly at a disadvantage. However, even his intentions to stand and deliver were for nothing, as ten rapidly poking fingers suddenly jabbed into his sides and sent him flopping back down to the mattress, suddenly laughing uncontrollably.

Tears of mirth ran down his face as he tried to force a cry for mercy out through his giggling lips while still attempting to dislodge the tickling hands. He felt himself flipped over and was suddenly staring up at a bright white grin shining from underneath diabolically laughing eyes.

"Call uncle," Clark urged him, his assault lightening a little, and Querl drew in a deep breath that pained his laugh-bruised ribs.

"Un--" Without warning, Clark's fingertips once again assailed Brainy's sensitive sides, and he reflexively jerked into the fetal position, his cry of mercy lost in another fit of giggles.

"No fair!" he managed to gasp out, and Clark relented once more. He looked down at his friend with an expression of concern; the observational android knew it was fake. He took another breath in, and another, wanting to make sure his poor lungs were filled with air before the other teen cut short yet another surrender. They watched each other carefully, Clark waiting for the perfect time to strike, Querl hoping to catch those infuriating hands off guard and call uncle before another barrage could begin. There was silence for a few moments more.

Then Clark grew tired of waiting and began tickling again, this time more insistently, more insidiously, teasing shudders of violently convulsive nerves out of the laughing alien. "Say it," he teased in a singsong. "Surrender!"

Finally Brainy managed to gasp out the plea for mercy, and, after a few last touches, Clark sat back on his knees, still straddling Brainy's thighs where he had pinned the other boy down. His hands planted themselves on either side of the Coluan's head, and he looked down into those violet eyes, which darkened considerably. He planted a light kiss on Brainy's breathless lips.

"Hey."

The nonchalant greeting caused another set of chuckles to issue from the android's throat, and Clark smiled appreciatively. "I love hearing you laugh, you know that? Like, really laugh, not just little "hmhms" like you're so fond of doing at the Legion. Though those are pretty cute, too." He rubbed their noses together affectionately, closing his eyes and breathing in the scent of Brainy.

"You do realize there are other ways to make me laugh than torturing me with that 'tickling' practice," Querl replied, one long, green finger bopping Clark on the nose. The other grinned.

"Yeah. But those aren't as fun." He kissed him once more, then rolled off and sat on the edge of the bed, offering Brainy a hand to pull himself up to sitting. The Coluan winced and put a hand to his side.

"I think you bruised me," he accused lightly, and Clark laughed.

"So what were you doing up here?" he asked finally, getting up off of the bed and changing out of his work clothes. "I expected Ma would be drilling even more details of the future out of that skull of yours." Querl chuckled and shook his head.

"She said something about going to a friend's place for tea, I think, and heading into Metropolis to do some shopping." He nodded over to the pile of dirty laundry, which had been shifted to reveal the blinking orange light of the BORG's instrument panel. "I've been attempting to determine the significance of the Resonance Generator. It's quite a conundrum, and one that really does need to be solved. Of course, I don't have all the resources at my disposal I should have to help with the research--and I can't go back to New Metropolis to find it because of the very nature of the problem."

Clark nodded his agreement, tossing the plaid shirt onto the pile and picking a white t-shirt out of a drawer in his dresser. He pulled it over his head, and re-arranged his hair in the mirror. "So did you figure anything out?"

Querl sighed, pulling his legs up to his chest and resting his chin on his knees, still staring at the sphere. "Not really. But it is definitely not good news that its here, Clark. This could cause all sorts of problems, with timelines, continuity, anachronistics, metaphysics..."

"Metaphysics? You mean like existentialism and all that stuff?" Brainy looked at him sharply. "I've seen The Matrix a few times," Clark explained, and Brainy, after a moment of contemplation, decided to accept the explanation even though it made no sense to him. Probably another one of those popular science fiction movies...heh. Fiction indeed.

"Yes. Having an object that should not exist in a time it should not exist in...it brings to mind questions of what else might be lurking under hay bales in people's barns that defies the metaphysics of this time and space. What I mean by that is that there is a very real possibility that if there is one of these impossibles hanging around 21st century Earth..."

"There could be more," Clark finished sombrely, and Brainy nodded. What he didn't mention was the other strange circumstance he had isolated that made this situation even more dangerous than it already was.

The BORG had activated at his touch, not in response to anything he had done to the wiring of the thing. He had re-examined every step of the de-activation process, and it had all been done correctly. There had been nothing amiss with the organization of wires and buttons, nothing wrong with the connections and circuitry. It hadn't been his fiddling that had turned it on; it had been his presence.

Which meant that whoever was responsible for getting the BORG to this farm in this time period of this version of Earth (string theory worlds notwithstanding) knew that he would be here.

It had all been planned.


End file.
